UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 14, 2023, Mobileye Global Inc. (the “Company”) held its annual meeting of stockholders via virtual webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023 (the “Proxy Statement”). A total of 44,611,924 shares of the Company’s Class A common stock and 750,000,000 shares of the Company’s Class B common stock were present or represented by proxy at the Annual Meeting, representing 99.9% of the combined voting power of the shares of Class A common stock and Class B common stock (voting together as a class) outstanding as of the close of business on April 24, 2023, the record date for the determination of stockholders entitled to vote at the Annual Meeting. Holders of shares of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on the record date, and holders of shares of the Company’s Class B common stock were entitled to ten votes for each share held as of the record date.
The following are the voting results on the four proposals considered and voted upon at the Annual Meeting, all of which were described in the Proxy Statement.
Proposal 1. Election of Directors – All Directors Re-Elected
| Nominee | For | Withhold | Broker Non-Votes | |||||||||
| Amnon Shashua | 7,528,019,368 | 11,018,475 | 5,574,081 | |||||||||
| Patrick P. Gelsinger | 7,528,977,112 | 10,060,731 | 5,574,081 | |||||||||
| Eyal Desheh | 7,536,891,293 | 2,146,550 | 5,574,081 | |||||||||
| Jon M. Huntsman, Jr. | 7,534,479,387 | 4,558,456 | 5,574,081 | |||||||||
| Claire C. McCaskill | 7,536,935,641 | 2,102,202 | 5,574,081 | |||||||||
| Christine Pambianchi | 7,525,602,309 | 13,435,534 | 5,574,081 | |||||||||
| Frank D. Yeary | 7,536,888,146 | 2,149,697 | 5,574,081 | |||||||||
| Saf Yeboah-Amankwah | 7,525,813,344 | 13,224,499 | 5,574,081 | |||||||||
Proposal 2. Ratification of Selection of Independent Registered Public Accounting Firm – Approved
| For | Against | Abstain | Broker Non-Votes | |||||||
| 7,544,548,921 | 15,090 | 47,913 | - |
Proposal 3. Advisory Vote to on Executive Compensation – Approved
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 7,513,744,108 | 25,252,896 | 40,839 | 5,574,081 | |||||||||||
Proposal 4. Advisory Vote to Determine the Frequency of Future Advisory Votes on Executive Compensation – 1 Year Approved
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||
| 7,538,903,928 | 34,781 | 66,822 | 32,312 | 5,574,081 | ||||||||||||||
Additional Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation
Based on the voting result at the Annual Meeting, the Board of Directors of the Company has determined to provide for a stockholder advisory vote on executive compensation on an annual basis.
SIGNATURE
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.
| MOBILEYE GLOBAL INC. | |||
| By: | /s/ Amnon Shashua | ||
| Name: | Amnon Shashua | ||
| Title: | President and Chief Executive Officer | ||
Date: June 20, 2023