Edgar Filing: CEVA INC

CEVA, INC.

Date: April 29, 2014

/s/ Yaniv Arieli

Yaniv Arieli

Chief Financial Officer

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 23, 2014

CEVA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)


000-49842		77-0556376
(Commission File Number)		(I.R.S. Employer Identification No.)

1943 Landing Drive, Mountain View, CA		94043
(Address of Principal Executive Offices)		(Zip Code)

650/417 7900

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On April 23, 2014, after various corporate governance considerations, the Board of Directors (the “Board”) of CEVA, Inc. (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “A&R Bylaws”) to set forth that, in an uncontested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation following the vote and the Nominations Committee of the Board shall consider the resignation offer and recommend to the Board whether to accept the offer and disclose the Board’s determination to the public accordingly. The A&R Bylaws will become effective one business day following the date of the completion of the 2014 annual meeting of stockholders.

The foregoing description of the amendment to the Company’s bylaws is qualified in its entirety by reference to the complete text of the bylaws, as amended and restated, which are attached as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

d. Exhibits


Exhibit No.		Description

3.1		Amended and Restated Bylaws of CEVA, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.