Amendment: CEVA Inc. filed SEC Form 8-K: Leadership Update

Form 8-K/A date of report 02-10-25 true 0001173489 0001173489 2025-02-10 2025-02-10

 

 

 

 

 

AMENDMENT NO. 1 TO
CURRENT REPORT

 

 

 

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This Amendment No.1 on Form 8-K/A to the Form 8-K of Ceva, Inc. (the “Corporation”) originally filed with the Securities and Exchange Commission on February 14, 2025 (the “Original Form 8-K”) amends the Original Form 8-K to correct disclosures under the heading “2025 Equity Award to the Corporation’s Executive Officers” with respect to the numbers of restricted stock units and performance stock units awarded to Amir Panush, the Corporation’s Chief Executive Officer, and the number of additional performance stock units that are eligible for vesting assuming maximum achievement of performance goals. The remainder of the disclosures under the aforementioned heading with respect to Mr. Panush are unchanged, but disclosures under the aforementioned heading with respect to the Corporation’s other executive officers that are included in the Original Form 8-K are omitted here.

 

 

2025 Equity Award to the Corporation’s Executive Officers

 

On February 10, 2025, the Committee granted 34,612 time-based restricted stock units (“RSU”), effective as of February 14, 2025, to each Mr. Panush, with the number of RSUs to be determined by dividing the grant value by the closing trading price of the Corporation’s common stock on February 14, 2025 (the “Reference Price”). The RSU awards to Mr. Panush were made pursuant to the Corporation’s 2011 Equity Incentive Plan (the “2011 Plan”) and are contingent on stockholder approval of the amendments to the 2011 Plan, which amendments will be set forth in the proxy statement for the Corporation’s 2025 Annual Meeting of Stockholders (the “Stockholder Approval”). If Stockholder Approval of the amendments to the 2011 Plan is not obtained, the RSU awards will be canceled.  The RSU awards vest 33.4% on February 14, 2026, 33.3% on February 14, 2027 and 33.3% on February 14, 2028.

 

Also, on February 10, 2025, the Committee granted 51,918 performance-based stock units (“PSUs”), effective as of February 14, 2025, to Mr. Panush pursuant to the 2011 Plan (collectively, the “Short-Term Executive PSUs”), with the number of PSUs to be determined by dividing the grant value by the Reference Price, and contingent on the Stockholder Approval. If Stockholder Approval of the amendments to the 2011 Plan is not obtained, the PSU awards will be canceled.  The performance goals for the Short-Term Executive PSUs with specified weighting are as follows:

 

 

Accordingly, assuming maximum achievement of the performance goals set forth above, PSUs representing an additional 100%, meaning an additional 51,918 PSUs, would be eligible for vesting.

 

Subject to achievement of the thresholds for the above performance goals for 2025, the Short-Term Executive PSUs vest 33.4% on February 14, 2026, 33.3% on 14, 2027 and 33.3% on February 14, 2028.

 

 

 

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.