--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-23-013929" form_type: "8-K" ticker: "COHU" cik: "0000021535" company_name: "COHU INC" filed_at: "2023-05-11T23:59:59+00:00" generated_at: "2026-06-15T05:02:11.562211+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Cohu shareholders approve all six proposals at 2023 annual meeting ## Summary - Directors elected: William Bendush and Nina Richardson as Class 1; incumbents continue. - Advisory vote on executive compensation approved (40.1M for, 0.5M against). - One-year frequency for say-on-pay chosen (37.4M votes for one year). - Equity plan amendments approved: 3.2M new shares, director comp cap $750k, performance award cash limit to $4M. - ESPP amendments approved: 600k additional shares, removal of $12.5k purchase limit; Ernst & Young ratified as auditor. ## SEC filing metadata - accession: 0001437749-23-013929 - form_type: 8-K - ticker: COHU - cik: 0000021535 - company_name: COHU INC - filed_at: 2023-05-11T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/21535/000143774923013929/0001437749-23-013929-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/21535/000143774923013929/cohu20230510_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-23-013929 - JSON: https://secwatch.observer/filing/0001437749-23-013929.json - Plain text: https://secwatch.observer/filing/0001437749-23-013929.txt ## Key facts - Shareholder Votes COHU INC shareholders approved Amendments to 2005 Equity Incentive Plan at the 2023-05-10 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-10 source text: The vote on certain amendments to Cohu’s 2005 Equity Incentive Plan to (i) increase the shares of stock available for issuance by 3,200,000, (ii) specify an annual limit of $750,000 on our non-employee director compensation, (iii) increase the amounts permitted for cash payouts of performance awards from current limit of $2,000,000 to $4,000,000 per each fiscal year, and (iv) provide updated criteria for performance awards, as disclosed in the Proxy Statement, was approved. The results were as follows: Votes For – 37,930,850; Votes Against – 2,669,488; Abstentions – 33,671; Broker Non-Votes – 2,848,467 evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774923013929/0001437749-23-013929-index.htm - Shareholder Votes COHU INC shareholders approved Amendments to 1997 Employee Stock Purchase Plan at the 2023-05-10 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-10 source text: The vote on certain amendments to Cohu’s 1997 Employee Stock Purchase Plan to (i) increase the shares of stock available for issuance by 600,000 to 3,750,000 shares, and (ii) eliminate the requirement that no participant may purchase shares for any offering period with a value exceeding $12,500 divided by the share value on the first date of offering period. as disclosed in the Proxy Statement, was approved. The results were as follows: Votes For - 40,499,743; Votes Against - 104,050; Abstentions - 30,216; Broker Non-Votes - 2,848,467 evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774923013929/0001437749-23-013929-index.htm - Shareholder Votes COHU INC shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-05-10 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-10 source text: The ratification of the appointment of Ernst & Young LLP as Cohu’s independent registered public accounting firm for fiscal year 2023 was approved. The results were as follows: Votes For – 41,240,596; Votes Against – 2,201,644; Abstentions – 40,236; Broker Non-Votes - 0 evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774923013929/0001437749-23-013929-index.htm - Shareholder Votes COHU INC shareholders approved Advisory vote on executive compensation of Named Executive Officers at the 2023-05-10 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-10 source text: The advisory vote on executive compensation of Named Executive Officers, as disclosed in the Proxy Statement, was approved. The results were as follows: Votes For – 40,085,427; Votes Against – 464,970; Abstentions – 83,612; Broker Non-Votes - 2,848,467 evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774923013929/0001437749-23-013929-index.htm - Shareholder Votes COHU INC shareholders approved Advisory vote on preferred frequency of holding an advisory vote on Named Executive Officer compensation at the 2023-05-10 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-10 source text: The advisory vote on the preferred frequency of holding an advisory vote on Named Executive Officer compensation, as disclosed in the Proxy Statement, was as follows: One Year– 37,412,490; Two Years– 12,292; Three Years– 3,158,195; Abstentions – 51,032; Broker Non-Votes - 0 evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774923013929/0001437749-23-013929-index.htm - Shareholder Votes COHU INC shareholders approved Election of Directors at the 2023-05-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-10 source text: William E. Bendush was elected as a Class 1 director of Cohu. The results were as follows: Votes For 35,261,813; Votes Against – 5,345,268; Abstentions – 26,928; Broker Non-Votes – 2,848,467 Nina L. Richardson was elected as a Class 1 director of Cohu. The results were as follows: Votes For – 40,388,705; Votes Against – 190,639; Abstentions – 54,665; Broker Non-Votes - 2,848,467 evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774923013929/0001437749-23-013929-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.