Ambiq Micro (AMBQ) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 8, 2026, to be held virtually; record date is April 13, 2026.

• Stockholders will vote on electing two Class I directors and ratifying KPMG LLP as the independent auditor for 2026.

• Proxy materials and annual report are available online; voting can be done via internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Proposal 1: Elect Timothy Chen and Ker Zhang, Ph.D., as Class I directors for terms expiring at the 2029 annual meeting.

• Proposal 2: Ratify KPMG LLP as independent registered public accounting firm for 2026.

• Board recommends voting FOR both proposals.

• Stockholder proposals for the 2027 meeting must be received by December 23, 2026, or within specified windows if the meeting date changes.

Board of directors and corporate governance

• Board consists of seven members divided into three staggered classes; current leadership structure separates CEO and Chairman roles.

• Majority of directors are independent under NYSE rules; only CEO and CTO are not independent.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent members.

• Non-employee directors receive annual cash retainers and RSU grants; compensation policy updated post-IPO.

• Code of Business Conduct and Ethics and Corporate Governance Guidelines are in place and publicly available.