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

June 4, 2025

Date of Report (date of earliest event reported)

AMBARELLA, INC.

(Exact name of Registrant as specified in its charter)

Cayman Islands

001-35667

98-0459628

(State or other jurisdiction

of incorporation)

(Commission

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

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary Shares, $0.00045 par value

AMBA

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 4, 2025, Ambarella, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders. Of the 42,413,308 ordinary shares outstanding as of April 15, 2025, the record date for the meeting, 36,074,054 ordinary shares were represented at the meeting in person or by proxy, constituting approximately 85.05% of the outstanding ordinary shares entitled to vote at the meeting. The matters voted upon at the meeting and the voting results with respect to each such matter are set forth below:

(i)

Election of three Class I Directors

Each of the following nominees was elected to serve as a Class I director, to hold office until the Company’s 2028 annual meeting of shareholders or until his or her respective successor has been duly elected and qualified.


Name	For		Withheld
Chantelle Breithaupt		29,233,346		149,056
Chenming Hu, Ph.D.		26,882,040		2,500,362
Feng-Ming (Fermi) Wang, Ph.D.		27,811,742		1,570,660

There were 6,691,652 broker non-votes with respect to the election of each of the above nominees.

(ii)

Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 was ratified based on the following results of voting:


For: 35,740,912		Against: 256,544		Abstentions: 76,598

(iii)

Advisory Vote to Approve Executive Compensation

The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement, based on the following results of voting:


For: 27,294,574		Against: 2,004,585		Abstentions: 83,243

There were 6,691,652 broker non-votes with respect to this proposal.

Signature

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 6, 2025				Ambarella, Inc.

				/s/ Michael Morehead
				Michael Morehead General Counsel and Corporate Secretary

AMBARELLA INC 8-K