Form 8-K - Current report

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):  March 7, 2024

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, Shlomo Momo HaLevi Street 1

Jerusalem 9777015, 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

(b)

On March 2, 2024, Governor Jon M. Huntsman Jr. informed Mobileye Global Inc. (the “Company”) of his resignation from the Company’s board of directors (the “Board”), effective April 15, 2024. Gov. Huntsman’s decision to resign from the Board was due to his other professional responsibilities and was not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by the Company on March 7, 2024, announcing the resignation of Mr. Huntsman from the Board 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 March 7, 2024

104

Cover Page Interactive Data File (formatted in iXBRL)

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: March 7, 2024	By:	/s/ Professor Amnon Shashua
		Professor Amnon Shashua
		President and Chief Executive Officer

Exhibit 99.1

Mobileye Announces Change to its Board of Directors

JERUSALEM. March 7, 2024—Mobileye Global Inc. (Nasdaq: MBLY) today announced that Jon M. Huntsman, Jr. has resigned from Mobileye’s Board of Directors effective as of April 15, 2024, to accept a new executive management position.

Gov. Huntsman has served on Mobileye’s board since October 2022 as an independent director and member of the nominating and corporate governance committee.

“I am deeply thankful for Gov. Huntsman’s counsel while he served as a director of Mobileye during our new era as a publicly traded company,” said Professor Amnon Shashua, President and CEO of Mobileye. “The governor was a strong proponent of our business strategy and technological roadmap, and I wish him all the best for his next endeavors.”

“Jon has been a valuable member of the Board and we have appreciated his experience and thoughtful insights on matters around the world,” said Pat P. Gelsinger, chair of Mobileye’s Board of Directors. “On behalf of the Board, I would like to thank Jon for his service and commitment to Mobileye.”

“I have truly enjoyed my time on the board at Mobileye and would have continued serving were it not for my new role,” said Gov. Huntsman. “I strongly believe in Mobileye’s vision to improve road safety and the automotive industry globally through advanced technology.”

Upon Gov. Huntsman’s resignation, Mobileye will begin the process of recruiting a new independent director to serve on its Board of Directors.

About Mobileye Global Inc.

Mobileye (Nasdaq: MBLY) leads 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, approximately 170 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 2023 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.

Cover	Mar. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 07, 2024
Entity File Number	001-41541
Entity Registrant Name	Mobileye Global Inc.
Entity Central Index Key	0001910139
Entity Tax Identification Number	88-0666433
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	c/o Mobileye B.V.
Entity Address, Address Line Two	Har Hotzvim, Shlomo Momo HaLevi Street 1
Entity Address, City or Town	Jerusalem
Entity Address, Country	IL
Entity Address, Postal Zip Code	9777015
City Area Code	972
Local Phone Number	2-541-7333
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($0.001 Par Value)
Trading Symbol	MBLY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false