CEVA (CEVA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 5, 2025, to be held virtually, with voting on key proposals including director elections, amendments to equity plans, executive compensation, and auditor ratification.

• Notice and proxy materials distributed electronically to shareholders of record as of March 11, 2025.

• Shareholders can vote online, by phone, or by mail, and may submit questions during the virtual meeting.

Voting matters and shareholder proposals

• Election of eight directors to serve until the 2026 annual meeting.

• Approval sought for amendments to the 2002 Employee Stock Purchase Plan (increase reserve by 500,000 shares) and the 2011 Equity Incentive Plan (increase reserve by 1,700,000 shares).

• Advisory vote on named executive officer compensation (say-on-pay).

• Ratification of Kost Forer Gabbay & Kasierer (Ernst & Young Global) as independent auditors for fiscal year 2025.

• Procedures for shareholder proposals and director nominations for the 2026 meeting outlined.

Board of directors and corporate governance

• Board consists of eight nominees, with a mix of long-tenured and recently appointed directors, all but the CEO are independent.

• Board committees (audit, compensation, nomination/governance) are fully independent and meet regularly.

• Annual board and committee self-assessments, robust succession planning, and regular stockholder engagement.

• Updated director stock ownership guidelines require five times annual retainer in stock by 2030.