Cohu, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K covers events occurring on May 15, 2026, the date of Cohu, Inc.'s 2026 Annual Meeting of Stockholders. The filing details corporate governance actions, including amendments to the Certificate of Incorporation and Bylaws, and the results of six stockholder proposals.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results rather than financial performance.
Material Changes and Corporate Actions
- Authorized Share Increase: Stockholders approved an amendment to increase authorized common stock from 90,000,000 to 150,000,000 shares. The Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State and became effective on May 15, 2026.
- Bylaw Amendments: The Board approved Amended and Restated Bylaws establishing the Court of Chancery of the State of Delaware as the exclusive forum for specific internal corporate claims and the federal district courts for claims under the Securities Act of 1933.
- Director Elections: Class 1 directors William E. Bendush, Karen M. Rapp, and Nina L. Richardson were elected to serve until the 2029 Annual Meeting.
- Equity Plans: Stockholders approved the 2026 Equity Incentive Plan and the Amended and Restated 1997 Employee Stock Purchase Plan.
- Executive Compensation: The advisory vote on executive compensation was approved.
- Auditor Ratification: Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2025.
Voting Results Summary
| Proposal | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| Election of Class 1 Directors | Varied by nominee (approx. 36M-38M) | Varied by nominee (approx. 1.2M-3.6M) | Varied by nominee (approx. 37K-111K) |
| Executive Compensation (Say-on-Pay) | 38,881,701 | 608,981 | 316,440 |
| Increase Authorized Shares | 40,897,112 | 1,251,088 | 342,568 |
| 2026 Equity Incentive Plan | 37,846,714 | 1,671,677 | 288,731 |
| Employee Stock Purchase Plan | 39,339,878 | 194,210 | 273,034 |
| Ratification of Auditor | 40,383,315 | 1,725,935 | 381,518 |
Note: 42,490,768 shares (90.1%) were represented at the meeting out of 47,166,278 outstanding shares.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on financial outlook, or specific risk factors beyond the standard legal implications of the new exclusive forum provisions in the Bylaws.
Key Facts for Investor Verification
- Verify the impact of the increased authorized share count (150,000,000) on potential future dilution.
- Review the specific terms of the newly approved 2026 Equity Incentive Plan and 1997 Employee Stock Purchase Plan.
- Confirm the effective date of the exclusive forum provisions in the Amended Bylaws for future litigation strategy.
- Check the definitive Proxy Statement filed on April 2, 2026, for detailed rationale behind the share increase and director nominations.