{"url_path":"/sec/amba/8-k/2026-07-01/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1280263/0001193125-26-292824-index.html","accession_number":"0001193125-26-292824","cik":"0001280263","ticker":"AMBA","issuer_name":"AMBARELLA INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1280263/0001193125-26-292824-index.html","primary_entity_key":"0001280263","primary_entity_name":"AMBARELLA INC"},"word_count":301,"has_tables":true,"body_markdown":"Item 5.07\n\nSubmission of Matters to a Vote of Security Holders.\n\nOn June 26, 2026, the Company held its Annual Meeting. Of the 43,861,484 ordinary shares outstanding as of May 5, 2026, the record date for the meeting, 37,856,312 ordinary shares were represented at the meeting in person or by proxy, constituting approximately 86.31% of the outstanding ordinary shares entitled to vote at the meeting.\n\nThe matters voted upon at the meeting and the voting results with respect to each such matter are set forth below:\n\n \n\n \n(i)\n\nElection of Three Class II Directors\n\nEach of the following nominees was elected to serve as a Class II director, to hold office until the Company’s 2029 annual meeting of shareholders or until his or her respective successor has been duly elected and qualified.\n\n \n\nName\n\n  \nFor\n \n  \nWithheld\n \n\nGregory M. Bryant\n\n  \n \n32,445,631\n \n  \n \n211,504\n \n\nD. Jeffrey Richardson\n\n  \n \n29,062,870\n \n  \n \n3,594,265\n \n\nElizabeth M. Schwarting\n\n  \n \n26,261,730\n \n  \n \n6,395,405\n \n\nThere were 5,199,177 broker non-votes with respect to this proposal.\n\n \n\n \n(ii)\n\nRatification of Appointment of Independent Registered Public Accounting Firm\n\nThe appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was ratified based on the following results of voting:\n\n \n\nFor: 37,426,967\n  \nAgainst: 407,966\n  \nAbstentions: 21,379\n\n \n\n \n(iii)\n\nAdvisory Vote to Approve Executive Compensation\n\nThe Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement, based on the following results of voting:\n\n \n\nFor: 30,602,569\n  \nAgainst: 1,984,036\n  \nAbstentions: 70,530\n\nThere were 5,199,177 broker non-votes with respect to this proposal.\n\n \n(iv)\n\nApproval of the Amended and Restated 2021 Plan\n\nThe Company’s shareholders approved the Amended and Restated 2021 Plan based on the following results of voting:\n\n \n\nFor: 22,122,462\n  \nAgainst: 10,481,483\n  \nAbstentions: 53,190\n\nThere were 5,199,177 broker non-votes with respect to this proposal."}