8-K
Mobileye Global Inc. (MBLY)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13or 15(d) of theSecurities Exchange Act of 1934
Date of report (Dateof earliest event reported): June 20,2023
Mobileye Global Inc.
(Exact Name of the Registrant as Specified in Charter)
| Delaware | 001-41541 | 88-0666433 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| c/o Mobileye B.V.<br><br><br><br>Har Hotzvim, 13 Hartom Street<br><br><br><br>P.O. Box45157<br><br><br><br>Jerusalem****9777513, Israel<br><br><br><br>(Address of PrincipalExecutive Offices) | 9777513<br><br> (Zip Code) | |
| --- | --- |
Registrant’s telephone
number, including area code: +972-2-541-7333
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
| ¨ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol(s) | Name of exchange on which registered |
|---|---|---|
| Class A<br> common stock, $0.01 par value | MBLY | Nasdaq Global Select Market |
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 Securities 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 5.07. Submission of Matters to a Vote of Security Holders.
On June 14, 2023, Mobileye Global Inc. (the “Company”) held its annual meeting of stockholders via virtual webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023 (the “Proxy Statement”). A total of 44,611,924 shares of the Company’s Class A common stock and 750,000,000 shares of the Company’s Class B common stock were present or represented by proxy at the Annual Meeting, representing 99.9% of the combined voting power of the shares of Class A common stock and Class B common stock (voting together as a class) outstanding as of the close of business on April 24, 2023, the record date for the determination of stockholders entitled to vote at the Annual Meeting. Holders of shares of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on the record date, and holders of shares of the Company’s Class B common stock were entitled to ten votes for each share held as of the record date.
The following are the voting results on the four proposals considered and voted upon at the Annual Meeting, all of which were described in the Proxy Statement.
Proposal 1. Election of Directors – All Directors Re-Elected
| Nominee | For | Withhold | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| Amnon Shashua | 7,528,019,368 | 11,018,475 | 5,574,081 | |||
| Patrick P. Gelsinger | 7,528,977,112 | 10,060,731 | 5,574,081 | |||
| Eyal Desheh | 7,536,891,293 | 2,146,550 | 5,574,081 | |||
| Jon M. Huntsman, Jr. | 7,534,479,387 | 4,558,456 | 5,574,081 | |||
| Claire C. McCaskill | 7,536,935,641 | 2,102,202 | 5,574,081 | |||
| Christine Pambianchi | 7,525,602,309 | 13,435,534 | 5,574,081 | |||
| Frank D. Yeary | 7,536,888,146 | 2,149,697 | 5,574,081 | |||
| Saf Yeboah-Amankwah | 7,525,813,344 | 13,224,499 | 5,574,081 |
Proposal 2. Ratification of Selection of Independent RegisteredPublic Accounting Firm – Approved
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 7,544,548,921 | 15,090 | 47,913 | - |
Proposal 3. Advisory Vote to on Executive Compensation – Approved
| For | Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 7,513,744,108 | 25,252,896 | 40,839 | 5,574,081 |
Proposal 4. Advisory Vote to Determine the Frequency of Future AdvisoryVotes on Executive Compensation – 1 Year Approved
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | |||||
|---|---|---|---|---|---|---|---|---|---|
| 7,538,903,928 | 34,781 | 66,822 | 32,312 | 5,574,081 |
Additional Disclosure Regarding Frequency of Stockholder AdvisoryVote on Executive Compensation
Based on the voting result at the Annual Meeting, the Board of Directors of the Company has determined to provide for a stockholder advisory vote on executive compensation on an annual basis.
SIGNATURE
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.
| MOBILEYE GLOBAL INC. | ||
|---|---|---|
| By: | /s/ Amnon Shashua | |
| Name: | Amnon Shashua | |
| Title: | President and Chief Executive Officer |
Date: June 20, 2023