Cohu Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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On May 6, 2024, the Board, upon recommendation from its Nominating and Governance Committee, appointed Karen M. Rapp as a Class 1 director of Cohu, Inc. (“Cohu” or the “Company) effective May 6, 2024, for a term expiring at the 2026 Annual Meeting of Stockholders or until her successor is duly elected or qualified. Ms. Rapp has not been appointed to any committees of the Board at this time.

 

Ms. Rapp, age 56, is currently a director of Microchip Technology Incorporated, a position she has held since January 2021 and where she currently serves on the Audit Committee and the Nominating, Governance, and Sustainability Committee. Ms. Rapp also serves as a director of Plexus Corp., a position she has held since March 2018 and where she currently serves on the Audit Committee and Compensation Committee. From 2017 through January 2023, she served as Chief Financial Officer of National Instruments Corporation ("NI"), a publicly traded company specializing in automated test and measurement systems. From January 2023 through May 2023, Ms. Rapp served as Strategic Advisor to the CEO of NI. Previously, from 2015 to 2017, Ms. Rapp served as Senior Vice President of Corporate Development of NXP Semiconductors N.V. ("NXP"), a Dutch global semiconductor manufacturer, after NXP acquired Freescale Semiconductor, Inc. (“Freescale”). Ms. Rapp also served in several positions at Freescale, including serving as Vice President and Chief Information Officer from April 2013 to December 2015 and as Director of Operations and Finance, Global Sales and Marketing from April 2010 to April 2013. Ms. Rapp holds a bachelor’s degree in finance from Northern Illinois University, and an M.B.A. from the University of Texas at Austin.

 

Ms. Rapp was selected to serve on our Board due to her significant experience as a senior executive and board member of a number of public corporations in the semiconductor, and test and measurement markets that are strategic to the Company. The Board also recognizes her experience in financial matters and believes that her background establishes her as an audit committee financial expert under applicable rules.

 

There is no arrangement or understanding between Ms. Rapp and any other person pursuant to which Ms. Rapp was appointed as a director. There are no transactions in which Ms. Rapp has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

Ms. Rapp will participate in the Company’s compensation plan for non-employee directors as described in the section entitled “Director Compensation” of the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 22, 2024.

 

Ms. Rapp was provided, and is expected to sign, Cohu’s standard form of indemnification agreement for directors, which is attached as Exhibit 10.1 to Cohu’s Form 8-K filed with the SEC on December 13, 2018.

 

A copy of Cohu’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.

 

 

 

The Exhibit listed below is being furnished with this Current Report on Form 8-K.

 

(d) Exhibits

 

Exhibit No. - 99.1

 

 

Exhibit No. - 104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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 hereunto duly authorized.

 

 

 

 

Exhibit Index