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AGM 2024

Jun 13, 2024

Amnon Shashua
President and CEO, Mobileye Global

Good morning and welcome to the 2024 Annual Stockholders' Meeting of Mobileye Global Inc. I am Professor Amnon Shashua, CEO and President of Mobileye. It is my pleasure to welcome you here today for this meeting and to introduce Mr. Pat Gelsinger, our Chair of the Board.

Patrick Gelsinger
Chair of the Board, Mobileye Global

Thank you, Amnon, and welcome everyone. Thank you for joining us today. We're excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web portal and the 800 number that we have provided. We will conduct the business portion of our meeting first and answer questions at the end of the meeting in accordance with this meeting's rules of conduct. It is now 11:30 A.M. Eastern Standard Time on Thursday, June 13th, 2024, and this meeting is officially called to order. I now would like to introduce the other members of the Board present today: Amnon Shashua, whom you just heard from, Eyal Desheh, Claire C. McCaskill, Christine Pambianchi, Frank D. Yeary, Saf Yeboah-Amankwah , and myself, Pat Gelsinger.

Amnon, Eyal, Claire, Christine, Frank, Saf, and I have served as directors of Mobileye Global Incorporated since October 2022. Amnon has also served as a director since Mobileye's original founding in 1999. Also, in attendance today is the company's Chief Financial Officer, Moran Shemesh Rojansky. It is now my pleasure to introduce Mobileye's Corporate Secretary, Liz Cohen-Yerushalmi. Liz, act as the Secretary, and conduct the remainder of the meeting.

Elizabeth Cohen-Yerushalmi
Corporate Secretary, Mobileye Global

Thank you, Pat. We are also joined here today by our independent auditors, Kesselman & Kesselman, Certified Public Accountants, Israel, a member firm of PricewaterhouseCoopers International Limited. They will be available to respond to appropriate questions. We are also joined today by our newest director, Elaine L. Chao, who joined our Board on June 7, 2024.

The company has appointed Broadridge Financial Solutions to act as Inspector of Elections. Ms. Kristin Sundberg from Broadridge is with us telephonically and has taken the oath of Inspector of Elections earlier today. The polls are open for voting. All stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please follow the instructions on your screen. Please remember that if you have already voted by proxy, it is not necessary to vote again. After my description of the proposals to be voted on today, we will close the polls and provide the Inspector of Elections preliminary report. After the polls have closed and the formal meeting has been adjourned, we will provide time for general questions.

Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. The Board of Directors fixed April 15, 2024, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either: one, a notice of internet availability at the notice of the meeting; the proxy statement; and the 2023 Annual Report to Stockholders; or two, the documents themselves were mailed on or about April 26, 2024, to all stockholders as of the record date and will be incorporated into the minutes of this meeting.

The stockholder list shows that, as of the Record Date, there were 94,731,143 shares of Class A Common Stock outstanding, which are entitled to one vote per share at this meeting, and 711,500,000 shares of Class B Common Stock outstanding, which are entitled to ten votes per share at this meeting. We are informed by the Inspector of Elections that there are represented in person or by proxy shares of Class A Common Stock and Class B Common Stock representing more than one-third of the voting power on the Record Date. A quorum, therefore, is present for purposes of transacting business. Now I will present the matters to be voted upon. Details for these proposals have been provided in your proxy materials. Proposal one is the election of our Director Nominees to hold office until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

Our Director Nominees are Amnon Shashua, Patrick P. Gelsinger, Eyal Desheh, Claire C. McCaskill, Christine Pambianchi, Frank D. Yeary, Saf Yeboah-Amankwah, Moran Shemesh Rojansky, and Christoph Schell . In accordance with the bylaws of the company, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. Therefore, the Director Nominees named in the company's proxy statement are the only persons eligible for election at today's meeting. The Board unanimously recommends you vote in favor of each such nominee. Proposal two is the ratification of the selection of Kesselman & Kesselman, certified public accountants in Israel, a member firm of PricewaterhouseCoopers International Limited, referred to hereafter as PwC, as our independent registered public accounting firm for 2024. The Board unanimously recommends that you vote in favor of ratification of the appointment of PwC.

Proposal three is the advisory vote on executive compensation as described in the proxy statement. The Board unanimously recommends that you vote in favor of the executive compensation as described in the proxy statement. The polls are still open and are about to be closed. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. We will pause for a moment to allow stockholders an opportunity to submit their votes. Now that everyone has had the opportunity to vote, I now declare the polls for the 2024 Annual Stockholders' Meeting closed.

We have been informed by the Inspector of Elections that the preliminary vote report shows that the nominees for election to the Board have been duly elected. Ratification of PwC as our independent registered public accounting firm for 2024 has been approved, and executive compensation has been approved by advisory vote. We will be reporting the final votes' results in a Form 8-K to be filed within 4 business days. There being no further business to come before the meeting, the 2024 Annual Meeting of Stockholders of Mobileye Global Inc. is now adjourned. Thank you very much for attending today. We will now turn to the question and answer session. Thank you in advance for your cooperation. We will address any questions relevant to the meeting in writing. That concludes our question and answer session. Thank you, and thank you all for participating.

This concludes our meeting, and we will now close this call.

Operator

This concludes today's meeting. You may now disconnect.

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