--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-26-017386" form_type: "8-K" ticker: "COHU" cik: "0000021535" company_name: "COHU INC" filed_at: "2026-05-15T20:21:22+00:00" generated_at: "2026-05-15T20:29:10.083844+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Cohu shareholders approve increase in authorized shares to 150M; adopt exclusive forum bylaw ## Summary - Shareholders approved amendment to Certificate of Incorporation increasing authorized common stock from 90M to 150M shares. - Board adopted amended bylaws with exclusive forum provision designating Delaware Court of Chancery for internal corporate claims. - All three Class 1 director nominees elected: Bendush, Rapp, Richardson; advisory vote on executive compensation passed. - Shareholders approved 2026 Equity Incentive Plan and Amended Restated 1997 ESPP. - Ratification of Ernst & Young as independent auditor for fiscal year 2025 approved. ## SEC filing metadata - accession: 0001437749-26-017386 - form_type: 8-K - ticker: COHU - cik: 0000021535 - company_name: COHU INC - filed_at: 2026-05-15T20:21:22+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/21535/000143774926017386/0001437749-26-017386-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/21535/000143774926017386/cohu20260512_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-26-017386 - JSON: https://secwatch.observer/filing/0001437749-26-017386.json - Plain text: https://secwatch.observer/filing/0001437749-26-017386.txt ## Key facts - Governance Changes COHU INC: Added exclusive forum provision designating Delaware Chancery Court for certain internal corporate claims and federal district courts for Securities Act claims (effective 2026-05-15). - Change: bylaw amendment - Effective: 2026-05-15 source text: On May 15, 2026, the Board of Directors (the “Board”) approved Cohu’s Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”), effective as of such date. evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774926017386/0001437749-26-017386-index.htm - Governance Changes COHU INC: Increased authorized shares of common stock from 90,000,000 to 150,000,000 (effective 2026-05-15). - Change: charter amendment - Effective: 2026-05-15 source text: on May 15, 2026, Cohu filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation implementing the approved changes (the “Restated Certificate”), and the Restated Certificate was effective as of that date. evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774926017386/0001437749-26-017386-index.htm - Shareholder Votes COHU INC shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025. - Proposal: auditor ratification - Outcome: passed source text: 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: Votes For Votes Against Abstentions 40,383,315 1,725,935 381,518 evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774926017386/0001437749-26-017386-index.htm - Shareholder Votes COHU INC shareholders approved Approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 90,000,000 to 150,000,000 shares. - Proposal: charter amendment - Outcome: passed source text: Approve an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 90,000,000 to 150,000,000 shares. The results were as follows: Votes For Votes Against Abstentions 40,897,112 1,251,088 342,568 evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774926017386/0001437749-26-017386-index.htm - Shareholder Votes COHU INC shareholders approved Approve the Amended and Restated Cohu, Inc., 1997 Employee Stock Purchase Plan. - Proposal: equity plan - Outcome: passed source text: Approve the Amended and Restated Cohu, Inc., 1997 Employee Stock Purchase Plan. The results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 39,339,878 194,210 273,034 2,683,646 evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774926017386/0001437749-26-017386-index.htm - Shareholder Votes COHU INC shareholders approved Election of Class 1 directors. - Proposal: director election - Outcome: passed source text: The nominees for election as Class 1 directors to serve until the 2029 Annual Meeting of Stockholders, were elected based upon the following votes: Votes For Votes Against Abstentions Broker Non-Votes William E. Bendush 36,089,876 3,605,393 111,853 2,683,646 Karen M. Rapp 38,563,973 1,205,359 37,790 2,683,646 Nina L. Richardson 38,383,859 1,385,514 37,749 2,683,646 evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774926017386/0001437749-26-017386-index.htm - Shareholder Votes COHU INC shareholders approved Approve the Cohu, Inc., 2026 Equity Incentive Plan. - Proposal: equity plan - Outcome: passed source text: Approve the Cohu, Inc., 2026 Equity Incentive Plan. The results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 37,846,714 1,671,677 288,731 2,683,646 evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774926017386/0001437749-26-017386-index.htm - Shareholder Votes COHU INC shareholders approved Advisory vote on executive compensation of Named Executive Officers. - Proposal: say on pay - Outcome: passed 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 Votes Against Abstentions Broker Non-Votes 38,881,701 608,981 316,440 2,683,646 evidence_url: https://www.sec.gov/Archives/edgar/data/21535/000143774926017386/0001437749-26-017386-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.