Arteris (AIP) Proxy filing summary

Executive summary

• Achieved $70.6M in 2025 revenue, with over 4 billion SoCs shipped containing company IP; expanded product portfolio in January 2026 via acquisition of Cycuity, Inc., enhancing cybersecurity verification capabilities.

• Growth opportunities identified in automotive, AI/ML, 5G, data centers, edge computing, and consumer electronics; continued momentum in SoC integration automation and microcontroller system IP businesses.

• Annual Meeting scheduled for June 2, 2026, to be held virtually; shareholders must register online to participate and vote.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of three Class II directors for terms expiring in 2029, (2) ratification of Deloitte & Touche LLP as independent auditor for 2026, and (3) other business as may arise.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Proposals require a majority vote; director elections are non-routine and require explicit instructions from brokers.

Board of directors and corporate governance

• Board consists of seven directors divided into three staggered classes; majority are independent per Nasdaq rules.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board leadership structure includes combined CEO/Chairman role and a Lead Independent Director.

• Stock ownership guidelines require non-employee directors to hold shares valued at five times their annual cash retainer.

• Board met eight times in 2025; all directors attended at least 75% of meetings.