Business Context and Reporting Period
This Form 8-K Current Report was filed by Cohu, Inc. on December 18, 2018. The report details corporate governance changes, specifically the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel appointments and associated compensation arrangements.
Material Changes
The Board of Directors increased its size from eight to nine members. Ritu Favre was appointed as a Class 1 director, effective January 2, 2019, with a term expiring at the 2020 annual meeting. She was also appointed to the Compensation Committee.
Guidance, Outlook, and Management Commentary
There is no financial guidance or outlook provided in this filing. Management commentary is limited to the details of the new director's compensation package:
- Annual Cash Retainer: Increased to $60,000 for 2019, paid in quarterly installments.
- Annual Equity Grant: Total value of the annual restricted stock unit (RSU) grant increased to $125,000.
- Pro-rated Grant: Ms. Favre will receive RSUs with a total value of $43,151 for the period from appointment to the next scheduled annual grant.
No risks, contingencies, or unusual items were disclosed in this report.
Key Facts for Investor Verification
- Verify the effective date of the Board expansion (January 2, 2019).
- Confirm the specific compensation terms for the new director against the company's Proxy Statement filed on April 3, 2018.
- Note that the appointment was made without any pre-existing arrangement or understanding.