COHU, INC.

COHU
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COHU INC : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

05/05/2022 | 05:12pm

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.



As discussed in greater detail below, Cohu, Inc. ("Cohu") held its 2022 Annual
Meeting of Stockholders on May 4, 2022 (the "Annual Meeting"). At the Annual
Meeting, Cohu's stockholders approved an amendment to Cohu's Amended and
Restated Certificate of Incorporation to increase the number of authorized
shares of common stock from 60,000,000 to 90,000,000 shares. The amendment is
discussed in greater detail in the definitive Proxy Statement for the Annual
Meeting, which was filed with the Securities and Exchange Commission on March
25, 2022
. Accordingly, on May 5, 2022, 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. This description of the Restated
Certificate is qualified in its entirety by reference to the Restated
Certificate filed herewith as Exhibit 3.1.



Item 5.07 Submission of Matters to a Vote of Security Holders.



The 2022 Annual Meeting of Cohu, Inc. ("Cohu") was held on May 4, 2022. At the
Annual Meeting, Cohu's stockholders cast their votes on four proposals, as set
forth below. Cohu had 48,563,962 shares outstanding on the March 14, 2022 record
date and 43,935,208 (90%) were represented at the Annual Meeting.



Proposal 1. Election of Directors.



Steven J. Bilodeau was elected as a Class 3 director of Cohu. The results were
as follows:



Votes For 38,668,249; Votes Against - 1,494,582; Abstentions - 66,379; Broker
Non-Votes - 3,705,998



James A. Donahue was elected as a Class 3 director of Cohu. The results were as
follows:



Votes For - 36,222,496; Votes Against - 3,940,789; Abstentions - 65,925; Broker
Non-Votes - 3,705,998



The remaining directors whose terms continue until 2023 are William E. Bendush
and Nina L. Richardson, and until 2024 are Andrew M. Caggia, Yon Y. Jorden and
Luis A. Müller.



Proposal 2. 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 - 39,962,071; Votes Against - 172,894; Abstentions - 94,245; Broker
Non-Votes - 3,705,998



Proposal 3. The amendment to our Amended and Restated Certificate of
Incorporation increasing the number of authorized shares of common stock from
60,000,000 to 90,000,000 shares was approved. The results were as follows:



Votes For - 43,403,301; Votes Against - 461,919; Abstentions - 69,988; Broker
Non-Votes - 0



Proposal 4. The ratification of the appointment of Ernst & Young LLP as Cohu's
independent registered public accounting firm for fiscal year 2022 was approved.
The results were as follows:



Votes For - 41,498,707; Votes Against - 2,395,331; Abstentions - 41,170; Broker
Non-Votes - 0



Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
Number Description

3.1 Amended and Restated Certificate of Incorporation, dated May 4,
2022

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





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