Ambarella (AMBA) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 26, 2026, with four key proposals on the agenda, including director elections, auditor ratification, executive compensation approval, and an amendment to the equity incentive plan.

• Shareholders can vote in person, by proxy, or electronically, with detailed instructions provided for both record and beneficial owners.

• The company emphasizes strong corporate governance, board independence, and regular board and committee evaluations.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class II directors to serve until 2029.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 31, 2027.

• Proposal 3: Advisory vote to approve executive compensation (say-on-pay).

• Proposal 4: Approval of an amendment and restatement of the 2021 Equity Incentive Plan, increasing available shares by 2,750,000.

• No other business is anticipated at the meeting.

Board of directors and corporate governance

• The board consists of eight members, with a majority being independent and diverse in tenure, age, and gender.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members and clear charters.

• Annual board and committee evaluations are conducted, and director refreshment is prioritized to balance experience and new perspectives.

• Overboarding policy limits directors to four public boards (two for CEOs).

• Shareholders can communicate directly with the board, and director nominations by shareholders are governed by clear procedures.