Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 4, 2020, Ambarella, Inc. held its 2020 Annual Meeting of Shareholders. Of the 34,339,388 ordinary shares outstanding as of April 13, 2020, the record date for the meeting, 28,944,240 ordinary shares were represented at the meeting in person or by proxy, constituting approximately 84% of the outstanding ordinary shares entitled to vote. The matters voted upon at the meeting and the voting results with respect to each such matter are set forth below:

(i) Election of three Class II directors for a term of three years expiring in


        2023:


Name                          For           Withheld
Leslie Kohn                 20,934,715       1,105,527
D. Jeffrey Richardson       21,044,050         996,192
Elizabeth M. Schwarting     21,830,207         210,035

There were 6,903,998 broker non-votes with respect to the election of each of the directors listed above.

In connection with her election to the Board, Ms. Schwarting was also appointed by the Board as a member of the Board's Nominating and Corporate Governance Committee.



    (ii) Ratification of appointment of PricewaterhouseCoopers LLP as the
         company's independent registered public accounting firm for the fiscal
         year ending January 31, 2021:

For: 28,537,253 Against: 279,489 Abstentions: 127,498




    (iii) Approval, on an advisory basis, of the compensation of the company's
          named executive officers:

For: 19,895,002 Against: 1,997,002 Abstentions: 148,238

There were 6,903,998 broker non-votes with respect to this proposal.

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                                   Signature

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 hereunto duly authorized.



Dated: June 8, 2020           Ambarella, Inc.

                              /s/ Kevin C. Eichler
                              Kevin C. Eichler
                              Chief Financial Officer

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