CEVA INC

Regulatory Filings • Apr 4, 2017

DEFA14A 1 d363663ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

CEVA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): — ☒	No fee required.
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previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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4)	Date Filed: N/A

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 15, 2017

	CEVA, INC.	Meeting Type: Annual Meeting
		For holders as of: March 20, 2017
		Date: May 15, 2017 Time: 8:30 AM EST
		Location:	Le Parker Meridien
			119 West 56th Street
			New York, NY 10019
●	CEVA, Inc. 1174
Castro Street Suite 210 Mountain View CA
94040	You are receiving this communication because you
hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials
that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.co m or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in
the proxy materials before voting.
		See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. Form 10-K 2. Notice & Proxy Statement
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL
Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a
copy. Please choose one of the following methods to make your request:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY
E-MAIL* : sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the
box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment advisor. Please make the request as instructed above on or before May 01, 2017 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

●
an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for
meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box
marked by the arrow available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which
will include a proxy card.

Voting items

	The Board of Directors recommends you vote FOR the following:
	1.	To elect the following eight directors as specifically set forth below:
		Nominees
	01	Eliyahu Ayalon	02	Zvi Limon	03	Bruce A. Mann	04	Maria Marced	05	Peter McManamon
	06	Sven-Christer Nilsson	07	Louis Silver	08	Gideon Wertheizer
	The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.
	2	To approve an amendment and restatement of the Company’s 2002 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance
thereunder from 2,500,000 shares to 2,700,000 shares.				NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
	3	To approve an amendment and restatement of the Company’s 2011 Equity Incentive Plan to increase the number of shares of
common stock reserved for issuance thereunder from 1,750,000 shares to 2,350,000 shares.
	4	To ratify the selection of Kost, Forer, Gabbay & Kasierer (a member of Ernst & Young Global) as
independent auditors of the Company for the fiscal year ending December 31, 2017.
	5	Advisory vote to approve named executive officer compensation.
●	The Board of Directors recommends you vote 1 YEAR on the following proposal:
	6	Advisory vote on the Frequency Proposal with a recommendation of an annual Say-on-Pay Proposal.