Cohu Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$COHU
Electrical Products
Industrials
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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Securities registered pursuant to Section 12(b) of the Act:
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2025 Annual Meeting of Stockholders on May 16, 2025. At the Annual Meeting, the Company’s stockholders cast their votes on three proposals, as set forth below. The Company had 46,495,087 shares outstanding on March 21, 2025, the record date, and 43,292,934 (93.1%) were represented at the Annual Meeting.
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Proposal 1.
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The nominees for election as Class 3 directors to serve until the 2028 Annual Meeting of Stockholders, were elected based upon the following votes:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Steven J. Bilodeau
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38,747,100
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1,518,537
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62,165
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2,965,132
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James A. Donahue
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37,860,160
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2,373,640
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94,002
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2,965,132
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Andreas W. Mattes
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39,973,447
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291,873
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62,482
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2,965,132
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The remaining directors whose terms continue until 2026 are William E. Bendush, Karen M. Rapp and Nina L. Richardson, and until 2027 are Andrew M. Caggia, Yon Y. Jorden and Luis A. Müller.
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Proposal 2.
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The advisory vote on executive compensation of Named Executive Officers, as disclosed in the Proxy Statement, was approved. The results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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39,375,330
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752,488
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199,984
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2,965,132
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Proposal 3.
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The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was approved. The results were as follows:
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Votes For
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Votes Against
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Abstentions
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41,487,927
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1,753,414
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51,593
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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 hereunto duly authorized.
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Cohu, Inc.
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May 19, 2025
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By:
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/s/ Jeffrey D. Jones
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Name: Jeffrey D. Jones
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Title: Senior VP Finance and Chief Financial Officer
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