Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

000197323903-31ARM HOLDINGS PLC /UK2025Q29/12/2024false00019732392024-09-122024-09-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2024

Commission File Number 001-41800

Arm Holdings plc

110 Fulbourn Road Cambridge CB1 9NJ United Kingdom
(Address of principal executive office)

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 ☒    Form 40-F ☐

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (File No. 333-274544) of Arm Holdings plc (including the prospectus forming a part of each such registration statement) and to be a part thereof from the date of this Form 6-K to the extent not superseded by documents or reports subsequently filed or furnished.

Results of 2024 Annual General Meeting of Arm Holdings plc

On September 12, 2024, Arm Holdings plc (the “Company”) announced the results of its Annual General Meeting held on September 11, 2024 (the “AGM”). Voting at the AGM was conducted by way of a poll. The results of the voting, including the number of votes cast for and against and the number of votes withheld, are available on the Company's website and are set forth in Exhibit 99.1 to this report on Form 6-K.

Board Composition

In connection with the AGM, Anthony M. Fadell retired as a director, and he was not renominated to the Company’s Board of Directors (the “Board”). Mr. Fadell’s retirement and the decision to not renominate Mr. Fadell to the Board was not the result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices. At the AGM, each of the Company’s then-serving directors (other than Mr. Fadell) were re-elected to the Board, and Young Sohn was elected to fill the vacancy resulting from the retirement of Mr. Fadell in connection with the AGM. The Board affirmatively determined that Mr. Sohn is an independent director within the meaning of the Listing Rules of the Nasdaq Stock Market LLC.

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In connection with the AGM, Ronald D. Fisher resigned from the Audit Committee of the Board (the “Audit Committee”), and the Board appointed Mr. Sohn to fill the vacancy on the Audit Committee resulting from Mr. Fisher’s resignation. The remaining members of the Audit Committee and the members of the Remuneration Committee of the Board (“Remuneration Committee”) continue to serve as members of Audit Committee and Remuneration Committee, as applicable.

Exhibits

Reference is made to the Exhibit Index included hereto.

EXHIBIT INDEX

Exhibit Number			Description
99.1			2024 Arm Holdings plc Annual General Meeting Results

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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.

			ARM HOLDINGS PLC
Date: September 12, 2024			By:			/s/ Laura Bartels
			Name:			Laura Bartels
			Title:			Chief Accounting Officer (Principal Accounting Officer)

2024 Arm Holdings plc Annual General Meeting Results On September 11, 2024, Arm Holdings plc (the “Company”) held its 2024 annual general meeting (the “AGM”). Voting at the AGM was conducted by way of a poll, and each ordinary share, which may be represented by American Depositary Shares, issued and outstanding as of the close of business on the record date was entitled to one (1) vote on each resolution at the AGM. The following are the voting results for the proposals considered and voted upon at the AGM, each of which was an ordinary resolution requiring a simple majority: Proposal For Against Vote Withheld To appoint Tom Fairley, acting as representative of SVF Holdco (UK) Limited, as chair of the meeting 1 0 0 To receive the accounts of the Company for the financial year ended 31 March 2024 together with the reports of the directors and the auditors of the Company thereon 953,362,005 110,128 417,678 To receive and approve the directors’ remuneration policy 947,313,633 770,079 5,806,099 To receive and approve the directors’ remuneration report 947,665,724 411,847 5,812,240 To re-appoint Deloitte LLP as auditors of the Company 953,349,907 129,440 410,464 To authorise the audit committee of the board of directors of the Company to fix the remuneration of the auditors of the Company 953,278,227 188,939 422,645 To re-elect Masayoshi Son as a director of the Company 939,713,456 13,772,058 404,297 To re-elect Rene Haas as a director of the Company 943,914,285 9,578,936 396,590 To re-elect Ronald D. Fisher as a director of the Company 941,659,789 11,793,433 436,589 To re-elect Jeffrey A. Sine as a director of the Company 941,660,082 11,788,756 440,973 To re-elect Karen E. Dykstra as a director of the Company 953,089,413 363,944 436,454 To re-elect Rosemary Schooler as a director of the Company 953,081,948 376,439 431,424 To re-elect Paul E. Jacobs as a director of the Company 951,686,602 1,762,273 440,936 To elect Young Sohn as a director of the Company 953,120,925 326,765 442,121

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To approve the rules of the Arm Holdings plc Employee Stock Purchase Plan 2024, and that the directors of the Company be authorised to take such actions as may be necessary to facilitate the implementation of such plan 933,480,595 14,685,491 5,723,725 Based on the foregoing votes, the shareholders approved all of the proposals.

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Cover	Sep. 12, 2024
Cover [Abstract]
Document Type	6-K
Entity Central Index Key	0001973239
Document Fiscal Year Focus	2025
Document Period End Date	Sep. 12, 2024
Amendment Flag	false
Entity Registrant Name	ARM HOLDINGS PLC /UK
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--03-31

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