Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 5, 2013

Date of Report (date of earliest event reported)




(Exact name of Registrant as specified in its charter)




Cayman Islands   001-35667   98-0459628

(State or other jurisdiction

of incorporation)



File Number)


(I. R. S. Employer

Identification No.)

3101 Jay Street

Santa Clara, CA 95054

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 734-8888


(Former name or former address, if changed since last report)



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 5.07 Submission of Matters to a Vote of Security Holders.

On June 5, 2013, Ambarella, Inc. held its 2013 Annual Meeting of Shareholders. Of the 27,243,003 ordinary shares outstanding as of April 24, 2013, the record date, 22,726,570 ordinary shares were represented at the meeting in person or by proxy, constituting 83.42% of the outstanding ordinary shares entitled to vote. The matters voted upon at the meeting and the vote with respect to each such matter are set forth below:

(i) Election of two Class I directors for a term of three years expiring in 2016:


Name    For      Withheld  

Chenming C. Hu, Ph.D.

     14,696,570         141,722   

Feng-Ming (Fermi) Wang, Ph.D.

     14,462,607         375,685   

There were 7,888,278 broker non-votes with respect to the election of each of the directors listed above.

(ii) Ratification of appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending January 31, 2014:


For: 22,644,963    Against: 60,131    Abstentions: 21,476


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


Dated: June 10, 2013     Ambarella, Inc.

/s/ George Laplante

George Laplante

Chief Financial Officer