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

Good morning, I'm Peter McManamon, the Chairman of the company's Board of Directors. Welcome to CEVA's 2021 Annual Meeting of Stockholders. In light of COVID-19, we're again holding the meeting as a virtual meeting. I will preside over today's meeting. We're very pleased with your continued interest in the company and as you were with us, albeit virtually. The following additional Directors are also present virtually: Bernadette Andrietti, Eliyahu Ayalon, Zvi Limon, Jaclyn Liu, 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 Alfredo Silva, a partner at Morrison & Foerster LLP, the company's outside legal counsel; and [ Man Mariovsky ] of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, the corporation's independent auditors. A representative from the CT Hagberg will act as the Inspector of Elections for the meeting and has provided me with a report summarizing the tabulation of the votes as of the end of business on May 26, 2021, 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 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're required to do. Certain operating procedures of 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 will be able to replay a recording of it for 1 month from the virtual -- 1 month 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 screen to submit questions at any time during the meeting. We cannot guarantee that we will answer all of the questions, but we will do our best. Third, you're able to vote during the meeting at any time from the beginning of the meeting through presentation of the 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 at this meeting will supersede your earlier vote. If you 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 and reconvene the meeting in accordance with our bylaws. Next item is the notice and stockholders list. The Notice of Internet Availability of Proxy Material for this meeting was mailed to you on or about April 16, 2021 and will be filed with an affidavit of mailing with the minutes of the meeting. The proxy statement for this meeting was made available on the website hosted by Broadridge on April 16, 2021. Only stockholders of record as of March 31, 2021, or persons holding a proxy of such stockholders may vote on matters presented at this meeting. Based on the record date, 22,811,090 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 CT Hagberg's report as of May 26, 2021, 18,686,379 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 already sent in a proxy, unless you wish to change your 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 ballots, I will announce the vote tabulated just prior to the start of the virtual meeting, unless I am informed by the Inspector of Elections that a vote given at this virtual meeting changes the outcome of a 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 and any of the agenda items will be given an 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. I'll now move to the election of Directors. 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 General 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, Eliyahu Ayalon, Zvi Limon, Jaclyn Liu, Maria Marced, Sven-Christer Nilsson, Louis Silver, Gideon Wertheizer and myself. Additional information about the nomination of Directors is outlined in the proxy statement. The nominations are now in order.

I nominate Bernadette Andrietti, Eliyahu Ayalon, Zvi Limon, Jaclyn Liu, Maria Marced, Peter McManamon, Sven-Christer Nilsson, Louis Silver and Gideon Wertheizer as Directors of the company to serve 1-year term upon election, until the next time when meeting of stockholders to be hold in 2022.

I second that motion.

Are there any questions or discussions? If not, I will announce whether the motion has been carried. Bernadette Andrietti was elected by a total of at least 15,689,373 shares voting for approval of the motion or at least 99.32% of the common stock present, represented and entitled to vote at the meeting. Ms. Ayalon was elected by a total of at least 15,395,592 shares voting for approval of the motion or at least 97.46% of the common stock present, represented and entitled to vote at the meeting. Mr. Limon was elected by a total of at least 15,289,300 shares voting for approval of the motion or at least 96.79% of the common stock present, represented and entitled to vote at the meeting. Ms. Liu was elected by a total of at least 8,102,966 shares voting for approval of the motion or at least 51.29% of the common stock present, represented and entitled to vote at the meeting. Ms. Marced was elected by a total of at least 15,773,242 shares voting for approval of the motion or at least 99.85% of the common stock present, represented and entitled to vote at the meeting. Mr. Nilsson was elected by a total of at least 15,131,996 shares voting for approval of the motion or at least 95.79% of the common stock present, represented and entitled to vote at the meeting. Mr. Silver was elected by a total of at least 15,405,965 shares voting for approval of the motion or at least 98.09% of common stock present, represented and entitled to vote at the meeting. Mr. Wertheizer was elected by a total of at least 15,418,911 shares voting for approval of the motion or at least 97.61% of the common stock present, represented and entitled to vote at the meeting. I was elected by a total at least 15,491,952 shares voting for approval of the motion or at least 98.07% of the common stock present, represented and entitled to vote at the meeting. I now move to the ratification of the selection of Kost Forer Gabbay & Kasierer, a member Ernst & Young Global, as independent auditors of the company for the fiscal year ending December 31, 2021. The next matter to be voted upon is the ratification of the selection of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, an independent auditor -- as an independent auditors of the company for the fiscal year ending December 31, 2021.

I move for the ratification of Kost Forer Gabbay & Kasierer as the company auditors for the fiscal year ending December 31, 2021.

I second the motion.

Are there any questions or discussions? If not, I will announce whether the motion has been carried. The vote to ratify the company's independent auditor as Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, for the fiscal year ending December 31, 2021, as set forth in greater detail in the proxy statement, had been passed by a vote of at least 18,380,850 shares, representing not less than 98.40% of the shares present and 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 a greater detail in the proxy statement.

I move that the compensation of the company 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 whether the motion has been carried. The advisory vote to approve the 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 15,356,645 shares, representing not less than 97.34% 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 to the motion? The meeting is adjourned. Thank you for attending, and we look forward to seeing you all next year. Thank you.