CEVA (CEVA) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 2, 2026, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Proxy materials and annual report are distributed electronically, with paper copies available upon request to promote efficiency and sustainability.

• Record date for voting is April 9, 2026, with 27,859,369 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the 2027 annual meeting.

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

• Ratification of Kost Forer Gabbay & Kasierer (Ernst & Young Global) as independent auditors for fiscal year ending December 31, 2026.

• No other business is currently anticipated for the meeting.

Board of directors and corporate governance

• Board consists of a majority of independent directors, with an independent chairman.

• Board committees include audit, compensation, and nomination/governance, all with independent members.

• Annual board and committee self-assessments are conducted.

• Succession planning and board refreshment are ongoing, with recent additions and retirements to balance tenure and expertise.

• Stockholder engagement is emphasized, with outreach to major holders and feedback incorporated into governance and compensation practices.

• Directors are subject to stock ownership guidelines and prohibited from hedging or pledging company securities.