8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of report (Date of earliest event reported): February 15, 2021

CEVA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(240)-308-8328

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Security Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory arrangements of certain officers ****

(a) On February 15, 2021, Bruce A. Mann resigned from the Board of Directors (the “Board”) of CEVA, Inc. (the “Company”), effective immediately. In connection with his retirement, the Board determined to accelerate in full the vesting of Mr. Mann’s 5,902 unvested restricted stock units.

(d) On February 16, 2021, the Board unanimously approved the appointment of Jaclyn “Jackie” Liu as an independent member of the Board with the appointment effective as of February 16, 2021. Pursuant to her appointment, Ms. Liu will serve as a director until the Company’s annual meeting of stockholders in 2021.

Ms. Liu, 46, is a senior Partner at Morrison & Foerster, an international law firm, and has more than 20 years of experience in advising public companies on corporate governance matters, M&A strategies and China matters. She serves as outside general counsel to a number of public companies and provides big‑picture, critical value-adding strategic advice. She formerly served as co-chair of Morrison & Foerster’s Global Corporate Department of over 400 lawyers. Ms. Liu graduated from Harvard Law School.

In accordance with the Company’s non-employee director compensation policy, Ms. Liu will be entitled to receive an annual cash retainer of $40,000, which would be pro-rated based on Ms. Liu’s date of appointment, and an annual director restricted stock unit grant of $124,670, under the Company’s Amended and Restated 2011 Stock Incentive Plan. The restricted stock units vest over a two-year period with the first 50% vesting after the first anniversary of the grant date and the remainder vesting on the second anniversary of the grant date. A form of the director restricted stock unit agreement was filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 4, 2019 (the “2019 10-K”) and incorporated herein by reference.

The Company also intends to enter into its standard director indemnification agreement with Ms. Liu, the form of which was filed as Exhibit 10.6 to the 2019 10-K and incorporated herein by reference.

Morrison & Foerster LLP acts as outside legal counsel to the Company. Aggregate fees paid to Morrison & Foerster LLP for the year ended December 31, 2020 were approximately $462,000.

A copy of the press release, dated February 17, 2021, announcing Mr. Mann’s retirement and Ms. Liu’s appointment is attached and filed herewith as Exhibit 99.1.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ex_226843.htm

Exhibit 99.1

CEVA **** Appoints Jaclyn Liu to **** its Board of Directors ; Bruce A. Mann Retire s

Rockville, MD , February 1 7 , 20 2 1 ****** – CEVA, Inc. (NASDAQ: CEVA), the leading licensor of wireless connectivity and smart sensing technologies, today announced that Jaclyn “Jackie” Liu has been appointed to its Board of Directors, as an independent member, effective February 16, 2021. Prior to Ms. Liu’s appointment, Bruce A. Mann retired from the Board after almost 20 years.

“We are delighted to welcome Jackie as our newest member of the Board,” said Peter McManamon, Chairman of the Board of CEVA. “Jackie has extensive experience working with CEVA in her role as outside general counsel for more than a decade. Her addition to the Board will bring a fresh perspective to our business, including our ongoing ESG efforts and M&A strategy.”

Mr. McManamon continued; “I would also like to thank and recognize Bruce for his significant contributions to CEVA for all his years of service on CEVA’s board. Bruce’s wisdom and experience were instrumental in deploying measurable metrics for executive compensation and corporate governance. His astute counsel will be missed.”

Ms. Liu is a senior Partner at Morrison & Foerster, an international law firm, and has more than 20 years of experience in advising public companies on corporate governance matters, M&A strategies and China matters. She serves as outside general counsel to a number of public companies and provides big‑picture, critical value-adding strategic advice. She formerly served as co-chair of Morrison & Foerster’s Global Corporate Department of over 400 lawyers. Ms. Liu graduated from Harvard Law School. She grew up in Shanghai, China and is a fluent Mandarin speaker.

About CEVA, Inc.

CEVA is the leading licensor of wireless connectivity and smart sensing technologies. We offer Digital Signal Processors, AI processors, wireless platforms and complementary software for sensor fusion, image enhancement, computer vision, voice input and artificial intelligence, all of which are key enabling technologies for a smarter, connected world. We partner with semiconductor companies and OEMs worldwide to create power-efficient, intelligent and connected devices for a range of end markets, including mobile, consumer, automotive, robotics, industrial and IoT. Our ultra-low-power IPs include comprehensive DSP-based platforms for 5G baseband processing in mobile and infrastructure, advanced imaging and computer vision for any camera-enabled device and audio/voice/speech and ultra-low power always-on/sensing applications for multiple IoT markets. For sensor fusion, our Hillcrest Labs sensor processing technologies provide a broad range of sensor fusion software and IMU solutions for AR/VR, robotics, remote controls, and IoT. For artificial intelligence, we offer a family of AI processors capable of handling the complete gamut of neural network workloads, on-device. For wireless IoT, we offer the industry’s most widely adopted IPs for Bluetooth (low energy and dual mode), Wi-Fi 4/5/6 (802.11n/ac/ax) and NB-IoT.

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CEVA is a sustainable and environmentally conscious company, adhering to our Code of Business Conduct and Ethics. As such, we emphasize and focus on environmental preservation, recycling, the welfare of our employees and privacy – which we promote on a corporate level. At CEVA, we are committed to social responsibility, values of preservation and consciousness towards these purposes.

Visit us at https://www.ceva-dsp.com/ and follow us on Twitter, YouTube, Facebook, LinkedIn and Instagram.

For more information, contact:

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