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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

 

Date of Report (Date of Earliest Event Reported): June 20, 2023

 

 

 

Mobileye Global Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41541   88-0666433

(State or Other Jurisdiction of
Incorporation or Organization)

  (Commission File Number)  

(IRS Employer Identification
Number)

 

c/o Mobileye B.V.

Har Hotzvim, 13 Hartom Street

P.O. Box 45157

Jerusalem 9777513, Israel

(Address of principal executive offices and zip code)

 

+972-2-541-7333

(Registrant’s telephone number, including area code)

 

Former name or former address, if changed since last report: N/A

 

 

 

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:

 

¨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 Name of each exchange on which
registered
Common Stock ($0.001 Par Value) MBLY 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Anat Heller, Chief Financial Officer of Mobileye Global Inc. (the “Company”), will be stepping down as Chief Financial Officer effective as of June 26, 2023 for personal reasons. Due to a personal tragedy, Ms. Heller has decided to spend more time with her family. Ms. Heller notified the Company of her decision to step down on June 20, 2023. Ms. Heller’s decision to step down as Chief Financial Officer was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

The Company’s Board of Directors has decided to appoint Moran Shemesh Rojansky as the Company’s acting Chief Financial Officer, effective as of June 26, 2023 while a thorough search of internal and external candidates is conducted for a permanent replacement. Ms. Rojansky, 43, has served in various positions with the Company since 2016, most recently as Vice President of Finance and previously as Director of Finance and Corporate Controller. Prior to joining the Company, Ms. Shemesh served in financial reporting roles at Tnuva Ltd, including head of consolidation and reporting, for three years from 2013 to 2016, and in several roles prior to that in the accounting consulting services and advisory group at PwC, including as a senior manager.

 

Following her resignation as Chief Financial Officer, Ms. Heller will continue at the Company and will serve as a strategic advisor to the Finance department and to senior management. At the time of this report, the Company has not entered into any modifications to its existing compensation arrangements with Ms. Heller. The Company has agreed to increase Ms. Rojansky’s base pay to $19,283.751 per month and, subject to the approval of the Company’s Compensation Committee, grant to Ms. Rojansky RSUs in an amount equal to $600,000 and subject to vesting over a three-year period.

 

There are no family relationships between Ms. Rojansky and any director or executive officer of the Company. Ms. Rojansky does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

A copy of the press release issued by the Company on June 26, 2023, is attached as Exhibit 99.1 hereto.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number
  Description
99.1   Mobileye Global Inc. press release dated June 26, 2023
104   Cover Page Interactive Data File (formatted in iXBRL)

 

 

1 Rojansky’s salary will be paid in New Israeli Shekels in the amount of NIS 70,000 per month. This amount was converted according to the closing foreign exchange rate of U.S. dollar/NIS for June 25, 2023 at $1/NIS3.63.

 

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SIGNATURES

 

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 thereunto duly authorized.

 

  Mobileye Global Inc.
   
     
Date: June 26, 2023 By: /s/ Amnon Shashua
    Amnon Shashua
    President and Chief Executive Officer

 

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Exhibit 99.1

 

Mobileye Announces CFO Transition

 

Anat Heller To Step Down As Mobileye’s Chief Financial Officer; Moran Shemesh Rojansky Will Assume Role Of Acting CFO

 

JERUSALEM. June 26, 2023—Mobileye Global Inc. (Nasdaq: MBLY) (“Mobileye” or the “Company”) today announced that Chief Financial Officer, Anat Heller, will be stepping down from her role for personal reasons, effective immediately. Due to a personal tragedy, Heller has decided to spend more time with her family. Following her resignation as Chief Financial Officer, Heller will continue at Mobileye and will serve as a strategic advisor to the Finance department and to senior management. Moran Shemesh Rojansky, Mobileye’s current Vice President of Finance, will serve as the Company’s acting Chief Financial Officer while a thorough search of internal and external candidates is conducted for a permanent replacement. Rojansky, 43, has served in various positions with Mobileye since 2016, most recently as Vice President of Finance and previously as Director of Finance and Corporate Controller. Prior to joining the Company, Rojansky served in financial reporting roles at Tnuva Ltd, including head of consolidation and reporting, for three years from 2013 to 2016, and in several roles prior to that in the accounting consulting services and advisory group at PwC, including as a senior manager.

 

“On behalf of the Board and all Mobileye employees, I would like to thank Anat for her outstanding leadership, dedication and contributions to Mobileye over the past several years. We wish Anat and her family the best. I and the rest of senior management have worked closely with Moran for several years and have every confidence in her ability to take on the role of acting CFO during our process to select a permanent replacement,” said Prof. Amnon Shashua, President and CEO of Mobileye.

 

About Mobileye Global Inc.

 

Mobileye (Nasdaq: MBLY) is a leader of the mobility revolution with its autonomous driving and driver-assistance technologies, harnessing world-renowned expertise in computer vision, artificial intelligence, mapping, and data analysis. Since its founding in 1999, Mobileye has pioneered such groundbreaking technologies as REM™ crowdsourced mapping, True Redundancy™ sensing, and Responsibility Sensitive Safety (RSS). These technologies are driving the ADAS and AV fields towards the future of mobility – enabling self-driving vehicles and mobility solutions, powering industry-leading advanced driver-assistance systems and delivering valuable intelligence to optimize mobility infrastructure. To date, more than 140 million vehicles worldwide have been built with Mobileye technology inside. In 2022 Mobileye listed as an independent company separate from Intel (Nasdaq: INTC), which retains majority ownership.

 

“Mobileye,” the Mobileye logo and Mobileye product names are registered trademarks of Mobileye Global. All other marks are the property of their respective owners.

 

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements. Statements in this release that are not statements of historical fact are forward-looking statements and should be evaluated as such. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast,” or the negative of these terms, and other similar expressions, although not all forward-looking statements contain these words. We base these forward-looking statements or projections on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at such time. You should understand that these statements are not guarantees of performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on these forward-looking statements. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. Detailed information regarding these and other factors that could affect Mobileye’s business and results is included in Mobileye’s SEC filings, including the company’s Annual Report on Form 10-K for fiscal year 2022 and its Quarterly Reports on Form 10-Q, particularly in the sections entitled “Risk Factors.” Copies of these filings may be obtained by visiting our Investor Relations website at ir.mobileye.com or the SEC’s website at www.sec.gov. 

 

Dan Galves
Investor Relations
investors@mobileye.com

 

Source: Mobileye Global Inc.

 

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