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PDF Solutions (PDFS) holders approve directors, plans and 2025 pay at 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PDF Solutions, Inc. held its 2026 Annual Meeting of Stockholders on June 16, 2026. Stockholders elected Class I directors Joseph R. Bronson and Ye Jane Li, each receiving over 29 million votes in favor, with additional broker non-votes recorded.

Stockholders also ratified BPM LLP as the independent registered public accounting firm for the year ending December 31, 2026. They approved the Eleventh Amended and Restated 2011 Stock Incentive Plan and the Third Amended and Restated 2021 Employee Stock Purchase Plan, and gave non-binding advisory approval of 2025 compensation for Named Executive Officers.

Positive

  • None.

Negative

  • None.
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.
Votes for Bronson 29,243,333 votes Election of Class I director Joseph R. Bronson
Votes for Li 29,883,557 votes Election of Class I director Ye Jane Li
Auditor ratification for votes 34,772,285 votes Ratification of BPM LLP as auditor for year ending December 31, 2026
Stock Incentive Plan for votes 26,149,277 votes Approval of Eleventh Amended and Restated 2011 Stock Incentive Plan
ESPP for votes 31,015,479 votes Approval of Third Amended and Restated 2021 Employee Stock Purchase Plan
Say-on-pay for votes 30,987,384 votes Non-binding advisory approval of 2025 NEO compensation
broker non-votes financial
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTES 26,149,277 | 4,875,477 | 115,337 | 3,985,997"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote financial
"Approval, by non-binding advisory vote, of the 2025 compensation awarded to Named Executive Officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
Stock Incentive Plan financial
"Approval of the Company’s Eleventh Amended and Restated 2011 Stock Incentive Plan"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
Employee Stock Purchase Plan financial
"Approval of the Company's Third Amended and Restated 2021 Employee Stock Purchase Plan"
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
"Ratification of the appointment of BPM LLP as the Independent Registered Public Accounting Firm"
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.
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Table of Contents
 
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): June 16, 2026
 
PDF SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
 
000-31311
(Commission File Number)
 
Delaware
25-1701361
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)
 
2858 De La Cruz Boulevard
Santa Clara, CA 95050
(Address of principal executive offices, with zip code)
 
(408) 280-7900
(Registrant’s telephone number, including area code)
 
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))
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.00015 par value
PDFS
The NASDAQ Stock Market LLC
 
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. ☐
 
 
 
Table of Contents
 
TABLE OF CONTENTS
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
Item 9.01.
Financial Statements and Exhibits
SIGNATURES
 
 
Table of Contents
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
On June 16, 2026, at the 2026 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, 4, and 5.
 
The final results for the votes regarding each proposal are set forth below. The proposals are described in detail in the Company’s Proxy Statement.
 
Proposal No. 1 Election of Class I Directors:
 
NOMINEES FOR
CLASS I
DIRECTORS
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
Joseph R. Bronson 29,243,333 1,851,844 44,914 3,985,997
Ye Jane Li 29,883,557 1,212,545 43,989 3,985,997
 
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, 2026:
 
FOR
AGAINST
ABSTAIN
34,772,285 235,698 118,105
 
Proposal No. 3 Approval of the Company’s Eleventh Amended and Restated 2011 Stock Incentive Plan:
 
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
26,149,277 4,875,477 115,337 3,985,997
 
Proposal No. 4 Approval of the Company's Third Amended and Restated 2021 Employee Stock Purchase Plan
 
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
31,015,479 21,054 103,558 3,985,997
 
Proposal No. 5 Approval, by non-binding advisory vote, of the 2025 compensation awarded to Named Executive Officers:
 
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
30,987,384 102,523 50,184 3,985,997
 
 
Table of Contents
 
 
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
 
10.1
  
PDF Solutions, Inc.’s Eleventh Amended and Restated 2011 Stock Incentive Plan
10.2
  
PDF Solutions, Inc.’s Third Amended and Restated 2021 Employee Stock Purchase Plan
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
† Management contract or compensatory plan arrangement.
 
 
Table of Contents
 
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.
 
 
PDF SOLUTIONS, INC.
(Registrant)
     
 
By:
/s/ Adnan Raza
   
Adnan Raza
   
EVP, Finance, and Chief Financial Officer
(principal financial and accounting officer)
 
Dated: June 18, 2026
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What did PDFS stockholders decide at the 2026 annual meeting?

PDF Solutions, Inc. stockholders approved all proposals at the 2026 annual meeting. They elected two Class I directors, ratified BPM LLP as auditor for 2026, approved updated equity and employee stock purchase plans, and supported 2025 executive compensation in a non-binding advisory vote.

Which directors were elected at the PDFS 2026 annual meeting?

Stockholders elected Joseph R. Bronson and Ye Jane Li as Class I directors of PDF Solutions, Inc. Bronson received 29,243,333 votes for, and Li received 29,883,557 votes for, with relatively small numbers of votes against or abstaining and broker non-votes reported.

Did PDF Solutions (PDFS) ratify its independent auditor for 2026?

Yes, PDF Solutions, Inc. stockholders ratified BPM LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification received 34,772,285 votes for, 235,698 votes against, and 118,105 abstentions at the annual meeting.

What equity compensation plans did PDFS stockholders approve?

Stockholders approved the Eleventh Amended and Restated 2011 Stock Incentive Plan and the Third Amended and Restated 2021 Employee Stock Purchase Plan. The stock incentive plan drew 26,149,277 votes for, while the employee stock purchase plan received 31,015,479 votes for, plus broker non-votes on each proposal.

How did PDFS investors vote on 2025 executive compensation?

PDF Solutions, Inc. investors approved 2025 compensation for Named Executive Officers in a non-binding advisory vote. The proposal received 30,987,384 votes for, 102,523 votes against, and 50,184 abstentions, along with 3,985,997 broker non-votes recorded in the voting results.

Were there significant broker non-votes in the PDFS meeting results?

Yes, several proposals showed 3,985,997 broker non-votes in the PDF Solutions, Inc. meeting results. Broker non-votes appeared on director elections, the stock incentive plan, the employee stock purchase plan, and the advisory vote on executive compensation, reflecting shares not voted on these specific matters.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

Other Documents