📜 What This Document Is 📄

This filing is a Definitive Proxy Statement (DEF 14A). Think of a proxy statement as the comprehensive rulebook for an Annual Meeting of Stockholders. 📚

It is a legal document that informs shareholders about what decisions need to be voted on, who the company's leaders are, and how the company has been governed over the past year. The primary purpose is to give shareholders all the necessary information—from board structure to executive pay—so they can make an informed vote.

👉 Why it matters: This document is crucial because it outlines the rules of engagement and the major corporate changes, leadership elections, and financial oversight mechanisms for the coming year.

🏢 Arteris: What the Company Does 💡

Arteris, Inc. is a company focused on the complex world of semiconductor technology. Instead of selling simple chips, Arteris provides "system IP" (Intellectual Property).

In simple terms, system IP acts like the crucial architectural blueprint that defines how different parts of a complex modern chip (called a System-on-Chip, or SoC) talk to each other efficiently. 🧠

Market Focus: The company's technology is vital for advanced and rapidly growing markets, including automotive, artificial intelligence (AI) and machine learning, 5G communications, data centers, and edge computing.
Scale: In 2025, Arteris reported $70.6 million in revenue. Their IP technology was integrated into over 4 billion System-on-Chips (SoCs) shipped by their customers.
Growth: They are expanding their offerings, particularly in SoC integration automation products and cybersecurity verification, which they strengthened in January 2026 with the acquisition of Cycuity, Inc.

🚀 Strategic Moves & Vision 📈

The Chief Executive Officer, K. Charles Janac, provided a forward-looking message detailing the company's growth strategy. The message highlights the increasing complexity of modern semiconductors and the expanding importance of system IP.

Cycuity Acquisition: Arteris expanded its product portfolio in January 2026 by acquiring Cycuity, Inc. This strengthens Arteris' ability to provide secure on-chip data movement, addressing the growing threat of cyberattacks targeting hardware. 🛡️
Market Opportunity: The CEO notes that growth opportunities are expanding across multiple critical markets, including automotive, AI/ML, and data centers, emphasizing that their IP is key to the next generation of "intelligent decision" chips.
Outlook: Management expressed confidence in their ability to capitalize on market opportunities despite ongoing macroeconomic and geopolitical uncertainties.

🗓️ Annual Meeting Logistics and Voting Rules 🗳️

The company is holding its 2026 Annual Meeting of Stockholders virtually. This section is about when, where, and how shareholders can exercise their voting rights.

Meeting Date: The Annual Meeting is scheduled for June 2, 2026, starting at 8:30 a.m. Pacific Time (11:30 a.m. Eastern Time).
Key Deadlines: Shareholders must register online no later than June 1, 2026, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time).
Record Date: To vote at this meeting, shareholders must be the owner of record (or the beneficial owner) at the close of business on April 9, 2026.
Voting Method: Shareholders are strongly encouraged to vote by proxy (via internet, phone, or mail) regardless of whether they plan to attend the meeting online.

👥 The Leadership Structure and Board Overview 🕴️

The Board of Directors is responsible for overseeing the company's management and governance. The Board is structured into three classes of directors, ensuring a continuous flow of leadership.

Board Composition: The current Board consists of seven seated directors:
- Class I (Expiring 2028): K. Charles Janac and S. Atiq Raza.
- Class II (Expiring 2029): Antonio J. Viana, Wayne C. Cantwell, and Joachim Kunkel.
- Class III (Expiring 2027): Raman K. Chitkara and Claudia Fan Munce.
Board Chair/CEO: K. Charles Janac serves concurrently as the Chairman, President, and CEO.
Lead Independent Director: Wayne C. Cantwell currently serves as the Lead Independent Director, who acts as a liaison between management and the Board.
Independence: The Board has confirmed that six of the seven directors (including Wayne C. Cantwell, S. Atiq Raza, Antonio J. Viana, Claudia Fan Munce, Raman K. Chitkara, and Joachim Kunkel) are considered "independent" according to Nasdaq rules.

🏆 Proposal 1: Election of Directors 🎯

Shareholders will vote on electing three Class II directors to serve until the 2029 annual meeting of stockholders. The Board recommends voting "FOR" all nominated directors.

Nominees: Antonio J. Viana, Wayne C. Cantwell, and Joachim Kunkel have been nominated for re-election to Class II directors.
Voting Requirement: Directors are elected by a plurality of the votes cast at the meeting.
Experience Highlights (Why it matters): The nominees bring extensive experience to the Board. For example, Antonio J. Viana previously held senior leadership roles at ARM Holdings and has served as a board member for companies involved in AI and quantum cryptography. Joachim Kunkel has over three decades of experience at Synopsys, growing its IP revenue to over $1.5 billion.

🔎 Proposal 2: Ratification of the Independent Auditor 🧑‍💼

The shareholders are asked to ratify the appointment of Deloitte & Touche LLP, which the Audit Committee recommends, as the company's independent registered public accounting firm and independent auditor for the year ending December 31, 2026.

Recommendation: The Board recommends a vote FOR this ratification.
Fee Structure: The total fees paid by Arteris to Deloitte showed growth in 2025, rising to $1,687 thousand (from $1,310k in audit fees and $177k in tax fees, plus $200k in other fees).
Audit Committee Oversight: The Audit Committee, which includes Raman K. Chitkara (Chair), Wayne C. Cantwell, and Antonio J. Viana, is responsible for overseeing financial reporting. They reviewed and discussed Arteris' audited financial statements for the year ended December 31, 2025, and issued the recommendation.

⚖️ Corporate Governance Oversight 🛡️

Corporate governance refers to the system of rules and practices by which a company is run. Arteris has established several detailed policies to maintain high ethical and legal standards.

Code of Conduct: They maintain a Code of Business Conduct and Ethics for all officers, directors, and employees, qualifying as a "code of ethics" under Sarbanes-Oxley.
Stock Ownership Guidelines: Non-employee directors are required to own common stock valued at five times their annual cash retainer, helping to align their interests with those of the stockholders.
Clawback Policy: The Board adopted a "Clawback Policy" (effective October 2, 2023). This means if the company has to restate its financial statements due to material noncompliance, the company can recover incentive-based compensation wrongly paid to executive officers. 💰
Insider Trading Policy: This policy prohibits covered individuals (officers, directors, employees) from trading company securities when they possess material nonpublic information or "tipping" such information. It also prohibits short sales, options trading, or pledging shares as collateral.

💰 Financial Reporting Transparency (10-K) 📊

This section details the professional accounting services used by the company, as required for the Annual Report on Form 10-K for the year ended December 31, 2025.

Fees Summary: Total fees paid by Arteris to Deloitte reached $1,687 thousand in 2025. This represents a significant increase compared to the $1,225 thousand paid in 2024.
Breakdown: The breakdown shows $1,310 thousand for Audit Fees (for the annual audit and SEC filing review) and $177 thousand for Tax Fees.
Pre-Approval: The Audit Committee reviewed and approved all audit, tax, and other services provided by Deloitte in both 2025 and 2024, confirming that the independent auditor is following proper internal controls.

🤝 Transactions with Related Parties 🔗

This section discloses business dealings that involve insiders (directors, officers, or large shareholders), which need special review because they could potentially create conflicts of interest.

Transchip License Agreement: In February 2022, the company's subsidiary, Arteris IP (Hong Kong) Ltd., entered into an agreement with Transchip Technology (Nanjing) Co., Ltd. The company subscribed for approximately $11.9 million of Transchip's registered capital, providing $11.6 million worth of interconnect solutions and software technology in-kind.
Other Dealings:
- K. Charles Janac (CEO) invested $0.3 million of his own funds in a private equity financing of Biflow AI Inc.
- Arteris entered into a separately negotiated agreement with Biflow.ai in September 2025, paying $5,000 for chatbot services.
Process: The Board has adopted a formal policy requiring the Audit Committee to review any related-person transaction that exceeds $120,000, ensuring the deal is treated as if it were negotiated with an outside party (arm’s length transaction).

💵 Executive and Director Compensation 💸

This details how the company compensates its leaders. Compensation must be transparent to shareholders and is managed by the Compensation Committee.

Non-Employee Director Compensation (2025):
- The base annual retainer was $50,000.
- Specific additional service fees applied: Lead Independent Director ($25,000), Audit Committee Member ($20,000 Chair / $10,000 Non-Chair), Compensation Committee Member ($15,000 Chair / $7,500 Non-Chair), and Nominating Committee Member ($10,000 Chair / $5,000 Non-Chair).
Increased Fees: The Board approved increasing the annual cash compensation for certain roles effective January 1, 2026, including increasing the Lead Independent Director's fee from $25,000 to $50,000.
Compensation Consultant: The committee used Compensia, Inc. for market research and analysis to develop appropriate incentive plans.

📍 Where to Find More Information ☎️

For shareholders, this section is critical for finding official materials and contacts.

Company Headquarters: Arteris, Inc. is located at 900 E. Hamilton Ave., Suite 300, Campbell, CA 95008.
Websites/Links: Shareholders are directed to access the Annual Meeting materials and corporate governance guidelines on the website: https://ir.arteris.com/corporate-governance/governance-overview.
Key Support Contacts:
- General Technical Support: For the virtual Annual Meeting, technical assistance is available 15 minutes before and during the meeting.
- Stockholder Inquiries: Correspondence should be sent to the attention of the Secretary of the Company.

🧠 The Analogy

Think of the company's annual meeting and proxy statement like planning a major group vacation. 🌴 Before the trip, the group (the stockholders) needs a rulebook (the proxy statement). This book tells them: 1) who is in charge (the directors and committees), 2) where and when they need to meet (the logistics), 3) what decisions need voting on (elections and auditors), and 4) what rules they must follow (the policies, like insider trading). Without this structured rulebook, the meeting would be confusing, disorganized, and votes wouldn't count!

🧩 Final Takeaway

Arteris is growing in the complex, high-tech semiconductor IP market, recently strengthening its focus on cybersecurity via the Cycuity acquisition. The proxy statement confirms strong corporate governance through committee oversight, board diversification, and rigorous policies, all while asking shareholders to approve the board elections and the continuation of Deloitte as their auditor.

Arteris AIP proxy statement outlines director elections and auditor votes