CEVA, Inc. (CEVA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Annual Meeting of Stockholders of CEVA Inc. At this time, the meeting will begin, and it is my pleasure to turn the floor over to your host, Peter McManamon. Sir, the floor is yours.

Thank you. Good morning. I'm Peter McManamon, the Chairman of the company's Board of Directors. Welcome to CEVA's 2020 Annual Meeting of Stockholders. In light of COVID-19, we're holding the meeting for the first time as a virtual meeting. I will preside over today's meeting. Nonetheless, we are pleased with your continued interest in the company and that you are with us albeit virtually. The following additional directors are also present virtually: Bernadette Andrietti, Eli Ayalon, Zvi Limon, Bruce Mann, Maria Marced, Sven-Christer Nilsson; Louis Silver; and Gideon Wertheizer. The following officers of the company are present virtually: Gideon Wertheizer, the company's Chief Executive Officer and Director; and Yaniv Arieli, Chief Financial Officer of the company. Also present virtually are Jackie Liu, our partner at Morrison & Foerster LLP, the company's outside legal counsel and Mary Anne Kowalski of Kost Forer Gabbay & Kasierer, is a member of Ernst & Young Global, the corporation's independent auditors. A representative from Broadridge Financial Solutions will act as the inspector of elections for this meeting, and has provided me with a report summarizing the tabulation of the votes as at the end of business on June 8, 2020, which report will be supplemented by any additional proxies and ballots received today prior to closing of the polls. I'm sure you can appreciate that there are legal formalities that we need to fulfill at this meeting. I ask you to bear with me as I go through a prepared script, so that we meet those legal requirements and include everything we are required to do. The agenda for this meeting can be seen on our computer screen and certain operating procedures at this meeting to provide for the orderly transaction of business can also be seen on your screen. Let me summarize some of the procedural points. First, we are recording this meeting, and you'll be able to replay a recording of this for 1 year from the virtual Stockholder Meeting website that was set forth in the proxy statement. Please wait a day or so to allow the recording to be uploaded. Second, you can use the question box on your screens to submit questions at any time during the meeting. We cannot guarantee that we will answer all questions, but we will do our best. Third, you'll be able to vote during the meeting, at any time since the beginning of the meeting through presentation of proposals until we close the polls. However, if you have already voted in advance by using an online ballot or a physical proxy card, a vote in this meeting will supersede your earlier vote. If you have already voted, you do not need to vote again. Fourth, in the event of any technical difficulties before the formal adjournment of the meeting, we may temporarily adjourn the meeting and reconvene the meeting in accordance with our bylaws. Item number 2, notice and stockholders list. The notice of interest availability of proxy materials for this meeting was mailed to you on or about April 29, 2020, and will be filed with an affidavit of mailing with the minutes of this meeting. The proxy statements for this meeting was made available on the website, hosted by Broadridge on April 29, 2020. Only stockholders of record as of April 16, 2020, or persons holding a proxy of such stockholders, may vote on matters represented at this meeting. Based on the record date, 22 million approx shares of CEVA common stock are entitled to vote at this virtual meeting. I will now report on the number of votes of stockholders represented at this virtual meeting. Based on Broadridge report as of June 8, 2020, 17.9 million shares of the company's common stock were present in person virtually or by proxy. This represents a quorum for this virtual meeting. To expedite the flow of business at this virtual meeting, each of the matters to be acted upon will be introduced and discussed in the order set forth in the proxy statement. As I noted earlier, it is not necessary for a stockholder to vote if you have already voted in a proxy, unless you wish to change a vote. Are there any stockholders who wish to do so on any of the proposals? If not, we will close the polls at this time. After each item on the ballot, I would announce the vote tabulated just prior to the start of the virtual meeting. And unless I am informed by the inspector of elections that a vote given at this virtual meeting changes the outcome of the vote. Final vote totals will be reported in the company's current report on Form 8-K within 4 business days. Any stockholder desiring to address the meeting today on any of the agenda items will be given opportunity to do so. However, we ask that any stockholder who wishes to address the meeting focus his or her comments on the agenda item at hand. The first matter to be acted upon is the election of 9 directors who will serve 1-year term upon election until the next Annual Meeting of Stockholders to be held in 2021 or until his or her successor is duly elected and qualified. The 9 directors are: Bernadette Andrietti, Eli Ayalon, Zvi Limon, Bruce Mann, Maria Marced, Sven-Christer Nilsson, Louis Silver, Gideon Wertheizer, and myself. Additional information about the nominated directors is outlined in the proxy statement. The nominations are now in order.

I nominate Bernadette Andrietti, Eli Ayalon, Zvi Limon, Bruce Mann, Maria Marced, Peter McManamon, Christer Nilsson, Louis Silver, and Gideon Wertheizer as directors of the company to serve 1-year term upon election until the next Annual Meeting of Stockholders to be held in 2021.

I second that motion.

Are there any questions or discussions? If not, I will announce further that the motion has been carried. Bernadette Andrietti was elected by a total of at least 15.9 million shares voting for approval of the motion or at least 99.8% of the common stock present, represented and entitled to vote at the meeting. Mr. Ayalon was elected by a total of at least 15.8 million shares voting for approval of the motion or at least 98.9% of the common stock present, represented and entitled to vote at the meeting. Mr. Limon was elected by a total of at least 14.9 million shares voting for approval of the motion or at least 93.9% of the common stock present, represented and entitled to vote at the meeting. Mr. Mann was elected by a total of at least 14.9 million shares voting for approval of the motion or at least 93.6% of the common stock present, represented and entitled to vote at the meeting. Ms. Marced was elected by a total of at least 15.8 million shares voting for approval of the motion or at least 99.1% of the common stock present, represented and entitled to vote at the meeting. Mr. Nilsson was elected by a total of at least 14.6 million shares voting for approval of the motion or at least 91.4% of the common stock present, represented and entitled to vote at the meeting. Mr. Silver was elected by a total of at least 14.9 million shares voting for approval of the motion or at least 93.8% of common stock present, represented and entitled to vote at the meeting. Mr. Gideon Wertheizer was elected by a total of at least 15.8 million shares voting for the approval of the motion or at least 98.9% of the common stock present, represented and entitled to vote at the meeting. I was elected by a total of at least 15.7 million shares voting for approval of the motion or at least 98.4% of the common stock present, represented and entitled to vote at the meeting. Next item, the amendment and restatement of the 2002 Employee Stock Purchase Plan. Next matter to be voted upon is to approve an amendment and restatement of the Company's 2002 Employee Stock Purchase Plan to increase by 350,000 shares. The number of shares of common stock reserved for purchase thereunder from 2.5 million shares to 2.850 million shares.

I move that the amendment and restated of the company's 2002 ESPP as set forth in the proxy statement for this meeting be approved.

I second the motion.

Are there any questions or discussions? If not, I will announce further that the motion has been carried. The amendment and restatement of the Company's 2002 Employee Stock Purchase Plan, as set forth in the greater detail of the proxy statement, has been passed by a vote of least 15.9 million shares, representing not less than 99.2% of the shares present or represented and entitled to vote at the virtual meeting. The proposal has been passed. The next matter to be voted upon is to approve an amendment and restatement of the Company's 2011 Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 850,000 shares from 2,350,000 shares to 3,200,000 shares, and extend the expiration date of the plan to April 5, 2030.

I move that the amendment and restated of the company's 2011 Incentive Plan, as set forth in the proxy statement for this meeting, be approved.

I second the motion.

Are there any questions or discussions? If not, I will announce further that the motion has been carried. The amendment and restatement of the company's 2011 Incentive Plan, as set forth in greater detail in the proxy statement, has been passed by vote of at least 15.8 million shares, representing not less than 98.9% of the shares present or represented and entitled to vote at the virtual meeting. The proposal has been passed. The next matter to be voted upon is the advisory vote to approve the compensation of the company's named executive officers as set forth in greater detail in the proxy statement.

I move that the compensation of the company's named executive officers, as set forth in the proxy statement for this meeting, be approved.

I second the motion.

Are there any questions or discussions? If not, I will announce further that the motion has been carried. The advisory vote to approve compensation of the company's named executive officers, as set forth in greater detail in the proxy statement, has been passed by a vote of at least 16.6 million shares, representing not less than 92.8% of the shares present or represented and entitled to vote at the virtual meeting. The proposal has been passed. Is there any other business to come before the meeting? If not, then we would like to adjourn the meeting.

I move that the meeting be adjourned.

I second that motion.

Is there any opposition for the motion? Fine. Thank you. The meeting is adjourned. Thank you for attending, and we look forward to seeing you all next year. Thank you.

Thank you, ladies and gentlemen. This does conclude today's shareholder meeting. Thank you for your participation, and have a wonderful day.