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Cohu (NASDAQ: COHU) holders back share increase, equity plans and bylaws

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cohu, Inc. reported results of its 2026 Annual Meeting, where stockholders approved an amendment to increase authorized common shares from 90,000,000 to 150,000,000 and the company filed an Amended and Restated Certificate of Incorporation reflecting this change. The Board also adopted Amended and Restated Bylaws adding an exclusive forum provision that generally directs certain corporate disputes to the Delaware Court of Chancery and federal courts for Securities Act claims.

Stockholders elected three Class 1 directors to serve until the 2029 Annual Meeting, approved advisory compensation for named executive officers, adopted the 2026 Equity Incentive Plan and an amended 1997 Employee Stock Purchase Plan, and ratified Ernst & Young LLP as independent registered public accounting firm for fiscal year 2025.

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Cohu shareholders back higher share authorization and governance updates.

Cohu’s stockholders approved increasing authorized common stock to 150,000,000 shares, giving the company more flexibility for future equity-based actions such as financings, acquisitions or compensation, though this filing does not describe any specific planned issuances.

The Board also adopted updated bylaws with an exclusive forum provision channeling most internal corporate disputes to Delaware courts and directing Securities Act claims to U.S. federal district courts. This aligns with common Delaware practice aimed at concentrating litigation and reducing multi-forum suits.

Shareholders supported director elections, executive pay, a new 2026 Equity Incentive Plan, an amended Employee Stock Purchase Plan, and ratified Ernst & Young LLP for fiscal year 2025. These outcomes indicate broad approval of current governance and compensation structures, based on the vote levels disclosed for each proposal.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common shares 150,000,000 shares New authorization after charter amendment
Prior authorized common shares 90,000,000 shares Authorization before 2026 amendment
Shares outstanding 47,166,278 shares As of March 23, 2026 record date
Shares represented at meeting 42,490,768 shares 90.1% of outstanding at 2026 Annual Meeting
Votes for share increase 40,897,112 votes Proposal to increase authorized common stock
Votes for equity plan 37,846,714 votes Approval of 2026 Equity Incentive Plan
Votes for ESPP 39,339,878 votes Approval of amended 1997 Employee Stock Purchase Plan
Votes for auditor ratification 40,383,315 votes Ratification of Ernst & Young LLP for fiscal 2025
Amended and Restated Certificate of Incorporation regulatory
"Cohu’s stockholders approved an amendment to Cohu’s Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
Amended and Restated Bylaws regulatory
"the Board approved Cohu’s Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”)"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
exclusive forum provision regulatory
"the Amended Bylaws include an exclusive forum provision that designates the Court of Chancery as the exclusive forum for certain actions"
Equity Incentive Plan financial
"Approve the Cohu, Inc., 2026 Equity Incentive Plan. The results were as follows"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Employee Stock Purchase Plan financial
"Approve the Amended and Restated Cohu, Inc., 1997 Employee Stock Purchase Plan. The results were as follows"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
independent registered public accounting firm financial
"The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was approved."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
false 0000021535 0000021535 2026-05-15 2026-05-15
 
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
 
Date of Report (Date of Earliest Event Reported):
May 15, 2026
 
Cohu, Inc.
 
 
 
(Exact name of registrant as specified in its charter)
 
 
Delaware
  
001-04298
  
95-1934119
  
 
(State or other jurisdiction
  
(Commission
  
(I.R.S. Employer
  
 
of incorporation)
  
File Number)
  
Identification No.)
  
             
 
17087 Via Del Campo
San Diego, California
      
92127
  
 
(Address of principal executive offices)
      
(Zip Code)
  
             
Registrant’s telephone number, including area code:     858-848-8100  
 
Not Applicable
 
Former name or former address, if changed since last report
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 par value
COHU
The NASDAQ Stock Market LLC
 
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: 
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Amended and Restated Articles of Incorporation
 
Cohu, Inc. (“Cohu” or the “Company”) held its 2026 Annual Meeting of Stockholders on May 15, 2026 (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 90,000,000 to 150,000,000 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 April 2, 2026. Accordingly, 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.
 
This description of the Restated Certificate is qualified in its entirety by reference to the Restated Certificate filed herewith as Exhibit 3.1.
 
Amended and Restated Bylaws
 
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. Consistent with market practice among Delaware corporations to seek resolution of certain corporate claims in the Court of Chancery of the State of Delaware (the “Court of Chancery”), the Amended Bylaws include an exclusive forum provision that designates the Court of Chancery as the exclusive forum for certain actions, including, but not limited to, derivative actions, fiduciary duty claims, claims arising under the Delaware General Corporation Law, the Company’s certificate of incorporation or bylaws, and other internal corporate claims, as defined under Delaware law (the “Provision”). The Provision includes customary jurisdictional fallbacks to other Delaware courts where the Court of Chancery lacks jurisdiction, and provides for stockholder consent to personal jurisdiction in Delaware to enforce the Provision. In addition, the Provision specifies that, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for claims arising under the Securities Act of 1933, as amended. The Provision is intended to promote consistency and predictability in the application of Delaware law, reduce the risk of duplicative litigation in multiple forums, and enhance judicial efficiency.
 
The foregoing summary description of the Amended Bylaws is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
At the Annual Meeting, the Company’s stockholders cast their votes on six proposals, as set forth below. The Company had 47,166,278 shares outstanding on March 23, 2026, the record date, and 42,490,768 (90.1%) were represented at the Annual Meeting.
 
Proposal 1.
                 
 
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  
 
The remaining directors whose terms continue until 2027 are Andrew M. Caggia, Yon Y. Jorden and Luis A. Müller, and until 2028 are Steven J. Bilodeau, James A. Donahue and Andreas W. Mattes.
 
 
 
 
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
 
Votes Against
  
Abstentions
  
Broker Non-Votes
  
    38,881,701   608,981   316,440   2,683,646  
 
Proposal 3.
                 
 
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      
 
Proposal 4.
                 
 
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  
 
Proposal 5.
                 
 
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  
 
Proposal 6.
                 
 
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      
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit
Number
  
Description
     
3.1   Amended and Restated Certificate of Incorporation of Cohu, Inc.
     
3.2   Amended and Restated Bylaws of Cohu, Inc.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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.
 
 
 
Cohu, Inc.
     
May 15, 2026 
By:
/s/ Jeffrey D. Jones
   
Name: Jeffrey D. Jones
   
Title: Senior VP Finance & Chief Financial Officer
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What major charter change did Cohu (COHU) stockholders approve?

Stockholders approved increasing Cohu’s authorized common stock from 90,000,000 to 150,000,000 shares. This expands the number of shares the company can issue in the future for potential financing, acquisitions, equity incentives or other corporate purposes, though no specific transactions are described here.

Which board proposals received stockholder approval at Cohu’s 2026 Annual Meeting?

Stockholders elected three Class 1 directors to terms ending at the 2029 Annual Meeting, approved advisory compensation for named executive officers, adopted the 2026 Equity Incentive Plan, approved the amended 1997 Employee Stock Purchase Plan, and ratified Ernst & Young LLP as independent registered public accounting firm for fiscal year 2025.

What were Cohu (COHU) share counts and quorum at the 2026 meeting?

Cohu had 47,166,278 shares outstanding as of the March 23, 2026 record date. At the Annual Meeting, 42,490,768 shares, or 90.1% of outstanding shares, were represented. This high participation level provided a strong quorum to vote on all six proposals presented.

Did Cohu (COHU) shareholders approve the 2026 Equity Incentive Plan?

Yes. The 2026 Equity Incentive Plan received 37,846,714 votes for, 1,671,677 votes against, 288,731 abstentions, and 2,683,646 broker non-votes. Approval supports continued use of equity-based awards as part of Cohu’s compensation and incentive programs for eligible participants, as described in related proxy materials.

Was Cohu’s amended Employee Stock Purchase Plan approved by stockholders?

Yes. The Amended and Restated 1997 Employee Stock Purchase Plan was approved with 39,339,878 votes for, 194,210 against, 273,034 abstentions, and 2,683,646 broker non-votes. This authorization allows Cohu to continue offering employees a stock purchase program under updated plan terms described in proxy disclosures.

Who is Cohu’s independent auditor for fiscal year 2025?

Stockholders ratified Ernst & Young LLP as Cohu’s independent registered public accounting firm for fiscal year 2025. The ratification vote totaled 40,383,315 shares for, 1,725,935 against, and 381,518 abstentions, confirming shareholder support for retaining Ernst & Young in this audit role for the period noted.

Filing Exhibits & Attachments

6 documents

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