Business Context and Reporting Period
This Form 8-K Current Report was filed by Cohu, Inc. on May 5, 2021, with the earliest event reported on the same date. The filing addresses corporate governance changes, specifically the appointment of a new director to the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the appointment of a new director and associated compensation arrangements.
Material Changes
The primary material change reported is the appointment of Yon Yoon Jorden to the Board of Directors as a Class 2 director, effective May 10, 2021. Her term will expire at the 2024 annual meeting of stockholders. Additionally, she has been appointed to the Audit Committee.
Guidance, Outlook, and Compensation Details
There is no forward-looking guidance, outlook, or management commentary regarding business operations in this filing. The document details the compensatory arrangements for the new director:
- Annual Retainer: $60,000.
- Audit Committee Fee: $10,000 annually.
- Initial Equity Grant: Restricted Stock Units (RSUs) with a total value of $150,000, pro-rated based on the time remaining until the next scheduled annual grant date, vesting over three years.
- Future Equity Eligibility: Eligible for the regular annual equity grant of RSUs (expected May 2022) with a total value of $150,000, vesting in approximately one year.
Ms. Jorden is expected to sign the company's standard form of indemnification agreement for directors.
Investor Verification Checklist
- Verify the effective date of the director appointment (May 10, 2021) and the expiration of the term (2024 annual meeting).
- Confirm the specific pro-ration calculation for the initial $150,000 RSU grant based on the timing of the appointment relative to the annual grant cycle.
- Review the attached Exhibit 99.1 (Press Release) for additional context on the director's background and qualifications.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.