8-K

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 4, 2024

ARTERIS, INC.

(Exact name of Registrant, as specified in its charter)

Delaware

001-40960

27-0117058

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification Number)

900 E. Hamilton Avenue Suite 300

Campbell, CA

95008

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (408) 470-7300

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 (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
Common Stock, $0.001 par value per share	AIP	The Nasdaq Stock 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, 2024, Arteris, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2024. Only stockholders of record as of the close of business on April 8, 2024, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 38,367,791 shares of the Company’s voting common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1. The election of three Class III directors to hold office until the 2027 annual meeting of stockholders or until their respective successor is elected:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Raman K. Chitkara	24,234,040	355,445	4,785,915
Isabelle F. Geday	22,426,046	2,159,866	4,789,488
Claudia Fan Munce	22,331,808	2,255,049	4,788,543

Proposal 2. The ratification of the selection by the audit committee of the board of directors of the Company of Deloitte & Touche, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024:


Votes For	Votes Against	Abstentions
28,923,505	176,729	275,166

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

SIGNATURES

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.

Date: June 5, 2024


By:		/s/ Nick B. Hawkins
Name:		Nick B. Hawkins
Title:		Chief Financial Officer

SEC Form 8-K filed by Arteris Inc.