---
schema_version: "secwatch.filing_event.v1"
accession: "0001558370-23-011124"
form_type: "8-K"
ticker: "PDFS"
cik: "0001120914"
company_name: "PDF SOLUTIONS INC"
filed_at: "2023-06-15T23:59:59+00:00"
generated_at: "2026-06-13T23:42:10.408444+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# PDF Solutions shareholders approve 1M share increase to stock plan, re-elect directors

## Summary
- Approved Eighth Amended 2011 Stock Incentive Plan, increasing share reserve by 1,000,000 shares and extending term 10 years.
- Re-elected Joseph R. Bronson and Ye Jane Li as Class I directors with >26.7M and >30.5M votes for, respectively.
- Ratified appointment of BPM LLP as independent auditor for FY2023 with 36.3M votes for.
- Advisory say-on-pay compensation approved with 31.3M votes for; stockholders preferred a 1-year frequency.

## SEC filing metadata
- accession: 0001558370-23-011124
- form_type: 8-K
- ticker: PDFS
- cik: 0001120914
- company_name: PDF SOLUTIONS INC
- filed_at: 2023-06-15T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1120914/000155837023011124/0001558370-23-011124-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1120914/000155837023011124/pdfs-20230613x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001558370-23-011124
- JSON: https://secwatch.observer/filing/0001558370-23-011124.json
- Plain text: https://secwatch.observer/filing/0001558370-23-011124.txt

## Key facts
- Shareholder Votes
  PDF SOLUTIONS INC shareholders approved Election of Class I Directors at the 2023-06-13 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-13
  source text: On June 13, 2023, at the 2023 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, and 4, and advised to continue to hold an advisory vote on Named Executive Officers Compensation every year.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120914/000155837023011124/0001558370-23-011124-index.htm
- Shareholder Votes
  PDF SOLUTIONS INC shareholders approved Approval, by non-binding advisory vote, of the 2022 compensation awarded to Named Executive Officers at the 2023-06-13 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-13
  source text: Proposal No. 4 Approval, by non-binding advisory vote, of the 2022 compensation awarded to Named Executive Officers:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120914/000155837023011124/0001558370-23-011124-index.htm
- Shareholder Votes
  PDF SOLUTIONS INC shareholders approved Approval of the Company's Eighth Amended and Restated 2011 Stock Incentive Plan at the 2023-06-13 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-13
  source text: Proposal No. 3 Approval of the Company's Eighth Amended and Restated 2011 Stock Incentive Plan:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120914/000155837023011124/0001558370-23-011124-index.htm
- Shareholder Votes
  PDF SOLUTIONS INC shareholders approved Ratification of the appointment of BPM LLP as the Independent Registered Public Accounting Firm at the 2023-06-13 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-13
  source text: Proposal No. 2 Ratification of the appointment of BPM LLP as the Independent Registered Public Accounting Firm for the Company for the year ending December 31, 2023:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120914/000155837023011124/0001558370-23-011124-index.htm
- Shareholder Votes
  PDF SOLUTIONS INC shareholders approved Approval, by non-binding advisory vote, of the frequency of future advisory votes on Named Executive Officers compensation at the 2023-06-13 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-13
  source text: Proposal No. 5 Approval, by non-binding advisory vote, of the frequency of future advisory votes on Named Executive Officers compensation:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1120914/000155837023011124/0001558370-23-011124-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.