MOBILEYE N.V. (Translation of registrant s name into English)

Transcription

1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2017 Commission File No MOBILEYE N.V. (Translation of registrant s name into English) Har Hotzvim 13 Hartom Street PO Box Jerusalem , Israel (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F T Form 40-F Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes No T

2 Annual General Meeting of Shareholders On June 13, 2017, Mobileye N.V. (the Company ) held the 2017 Annual General Meeting of shareholders at the Waldorf Astoria Amsterdam in Amsterdam, The Netherlands (the AGM ). On the same day, the Company issued a press release summarizing the results of the AGM. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. Terms not defined in this Form 6-K have the meaning set forth in the AGM Shareholders Circular. Proposal For Against Abstain Total Votes Cast To approve the sale and transfer by the Company, after the closing of the pending tender offer (the Offer ) by Cyclops Holdings, LLC (the Purchaser ), of all or substantially all of the assets and liabilities of the Company to the Purchaser or an affiliate of the Purchaser. 129,023,837 (58.00% of issued 52,738 2,326,561 To liquidate the Company, after the Offer closing, and to appoint and approve the compensation of the liquidator of the Company. 130,567,660 (58.69% of issued 55, ,597 (0.35% of issued To convert the Company from a public limited liability company (an N.V.) to a private limited liability company (a B.V.), after the Offer closing. 130,572,525 (58.70% of issued 59, ,518 (0.34% of issued To amend the Articles of Association of the Company in accordance with the draft deed designated Conversion Deed of Amendment, after the Offer closing. 130,556,591 (58.69% of issued 55, ,509 (0.35% of issued To amend the Articles of Association of the Company in accordance with the draft deed designated Post-Delisting Deed of Amendment, after the Offer closing. 130,555,673 (58.69% of issued 54, ,472 (0.35% of issued To adopt the Company s Dutch statutory annual accounts for the year 2016 (the 2016 Accounts ). 129,957,565 (58.42% of issued 72,570 (0.03% of issued 1,373,001 (0.61% of issued

3 Proposal For Against Abstain Total Votes Cast To grant to all of the members of the Board of Directors of the Company discharge from liability in accordance with Dutch law for the performance of their duties during the year ended December 31, ,455,798 (57.30% of issued 230,198 (0.10% of issued 3,717,140 (1.67% of issued To grant to all of the members of the Board of Directors of the Company, effective upon the time of acceptance by the Purchaser of all shares validly tendered to it in the Offer, discharge from liability in accordance with Dutch law for the performance of their duties up to the date of the AGM. 127,443,475 (57.29% of issued 231,841 (0.10% of issued 3,727,820 (1.67% of issued To re-elect Tomaso A. Poggio as non-executive director, having a three-year term of office expiring at the end of the annual general meeting of shareholders to be held in the year ,665,008 (57.84% of issued 330,567 (0.14% of issued 2,407,561 To re-elect Eli Barkat as non-executive director, having a three-year term of office expiring at the end of the annual general meeting of shareholders to be held in the year ,423,003 (57.73% of issued 573,759 (0.25% of issued 2,406,374 To re-elect Judith Richter as non-executive director, having a threeyear term of office expiring at the end of the annual general meeting of shareholders to be held in the year ,420,910 (57.73% of issued 575,722 (0.25% of issued 2,406,504 To elect Tiffany D. Silva, effective as of the Offer closing, as executive director, for a term of office ending at the close of the annual general meeting of shareholders to be held in the year 2018 (or, if such person becomes an executive director of the Company during the year 2018, at the close of the annual general meeting of shareholders held in the year 2020). 126,768,416 (56.99% of issued 2,299,264 (1.03% of issued 2,335,456 To elect David J. Miles, effective as of the Offer closing, as executive director of the Company, for a term of office ending at the close of the annual general meeting of shareholders to be held in the year 2018 (or, if such person becomes an executive director of the Company during the year 2018, at the close of the annual general meeting of shareholders held in the year 2020). 126,758,936 (56.98% of issued 2,311,906 (1.03% of issued 2,332,294

4 Proposal For Against Abstain Total Votes Cast To elect Nicholas J. Hudson, effective as of the Offer closing, as non-executive director of the Company, for a three-year term of office ending at the close of the annual general meeting of shareholders to be held in the third calendar year following the calendar year during which such person becomes a non-executive director. 126,709,182 (56.96% of issued 2,417,026 2,276,928 (1.02% of issued To elect Mark L. Legaspi, effective as of the Offer closing, as nonexecutive director of the Company, for a three-year term of office ending at the close of the annual general meeting of shareholders to be held in the third calendar year following the calendar year during which such person becomes a non-executive director. 126,646,031 (56.93% of issued 2,421,756 2,335,349 To elect Gary Kershaw, effective as of the Offer closing, as nonexecutive director of the Company, for a three-year term of office ending at the close of the annual general meeting of shareholders to be held in the third calendar year following the calendar year during which such person becomes a non-executive director. 126,649,641 (56.93% of issued 2,418,677 2,334,818 To approve the compensation of the Company s independent directors after the Offer closing. 128,119,416 (57.59% of issued 823,632 (0.37% of issued 2,460,088 (1.10% of issued To grant authority to the Board of Directors of the Company to repurchase up to 10% of the Company s issued share capital until December 13, ,253,515 (58.55% of issued 393,969 (0.17% of issued 755,652 (0.33% of issued To appoint PricewaterhouseCoopers N.V. to audit the Company s Dutch statutory accounts for the year ending December 31, ,673,842 (58.29% of issued 68,187 (0.03% of issued 1,661,107 (0.74% of issued

5 The complete Notice of and Agenda for the Annual General Meeting, including the related Shareholders Circular and the 2016 Accounts, is available on the Company s website, was furnished to the Securities and Exchange Commission ( SEC ) under cover of Form 6-K on May 12, 2017, and was made available to the Company s shareholders in accordance with applicable requirements. The 2016 Accounts and the minutes of the Annual General Meeting will be posted on the Company s website by no later than June 30, Exhibit No. Description of Exhibit 99.1 Press release dated June 13, 2017.

6 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, thereunto duly authorized. Dated: June 13, 2017 MOBILEYE N.V. By: /s/ Ofer Maharshak Ofer Maharshak Chief Financial Officer

7 Exhibit 99.1 Mobileye Announces Results of its 2017 Annual General Meeting of Shareholders JERUSALEM, Israel June 13, 2017 (NYSE: MBLY) Mobileye N.V. ( Mobileye or the Company ), the global leader in Advanced Driver Assistance Systems and autonomous driving technologies, today announced the results of its 2017 annual general meeting of its shareholders (the AGM ). During the AGM, held today, the Company obtained shareholder approval for all items proposed for approval at the AGM, including all items relating to the previously disclosed all cash tender offer (the Offer ) by Cyclops Holdings, LLC ( Cyclops ), a wholly-owned subsidiary of Intel Corporation ( Intel ), to acquire all of the outstanding shares of the Company, including approval of certain post-offer closing restructurings as previously announced in the agenda for the AGM, certain amendments to the articles of association of the Company to become effective after the closing of the Offer and the election of new directors associated with Intel effective as of the Offer closing. In addition, a number of other matters were approved at the AGM relating to the adoption of the Company s Dutch statutory annual accounts, the re-election of certain incumbent directors of the Company (who will resign after the Offer closing) and the appointment of PricewaterhouseCoopers N.V. to serve as the Company s independent public accountants for the current year. All of the above items are described in greater detail in the AGM agenda disclosed previously by the Company and available on the Company s website ( All items proposed were adopted at the AGM with percentages ranging from 96% to 99% of the votes cast in favor of the proposals. On March 12, 2017, Cyclops commenced the Offer to acquire all outstanding ordinary shares of the Company at a purchase price of $63.54 per share, less any applicable withholding taxes and without interest to the holders thereof, payable in cash. The Offer is being made pursuant to the Purchase Agreement, dated March 12, 2017, by and among Cyclops, Intel and the Company (the Purchase Agreement ). The Offer is scheduled to expire on June 21, 2017, unless extended pursuant to the terms of the Purchase Agreement. Complete terms and conditions of the Offer are described in the Offer statement on Schedule TO, which includes the Offer to Purchase and related Letter of Transmittal, that was filed by Intel with the U.S. Securities and Exchange Commission on April 5, 2017, as amended (the Schedule TO ). Obtaining the Company shareholders approval of certain of the items submitted to a vote at the AGM satisfies a condition to the closing of the Offer. Completion of the Offer remains subject to certain other conditions, including that at least 95% of the Company s outstanding shares (as such threshold may be lowered pursuant to the Purchase Agreement) be validly tendered and not withdrawn prior to the expiration of the Offer (including any extensions) and the receipt of regulatory approvals in certain jurisdictions as described in the Schedule TO. The Offer will continue to be extended until all conditions are satisfied or waived, or until the Offer is terminated, in either case pursuant to the terms of the Purchase Agreement and as described in the Schedule TO.

8 About Mobileye Mobileye N.V. is the global leader in the development of computer vision and machine learning, data analysis, localization and mapping for Advanced Driver Assistance Systems and autonomous driving. The Company s technology keeps passengers safer on the roads, reduces the risks of traffic accidents, saves lives and has the potential to revolutionize the driving experience by enabling autonomous driving. The Company s proprietary software algorithms and EyeQ chips perform detailed interpretations of the visual field in order to anticipate possible collisions with other vehicles, pedestrians, cyclists, animals, debris and other obstacles. The Company s products are also able to detect roadway markings such as lanes, road boundaries, barriers and similar items; identify and read traffic signs, directional signs and traffic lights; create a Roadbook of localized drivable paths and visual landmarks using REM ; and provide mapping for autonomous driving. The Company s products are or will be integrated into car models from more than 25 global automakers. The Company s products are also available in the aftermarket. Additional Information and Where to Find It This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Mobileye or any other securities. A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, has been filed with the SEC by Intel and one or more of its subsidiaries and a solicitation/recommendation statement on Schedule 14D-9, has been filed with the SEC by Mobileye. The offer to purchase all of the issued and outstanding ordinary shares of Mobileye will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the tender offer statement on Schedule TO, in each case as amended from time to time. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF MOBILEYE ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at at the transaction website ( or by directing such requests to D.F. King & Co., Inc., the information agent for the tender offer, toll free at (800) (for shareholders) or collect at (212) (for banks and brokers). Forward-Looking Statements This press release contains certain forward-looking statements. Words such as believes, intends, expects, projects, anticipates, and future or similar expressions are intended to identify forward-looking statements. These statements are only predictions based on the Company s current expectations and projections about future events. You should not place undue reliance on these statements. Many factors may cause actual results to differ materially from any forward-looking statement, including the risk factors and other matters set forth in the Company s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 20-F for the year ended December 31, The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law. Company Contact: Dan Galves CCO / SVP dan.galves@mobileye.com