Get the SPI Wire

COHU, INC.

NASDAQ:COHU
Annual Meeting

of Shareholders

MEETING DATE

12/15/2026
DEF 14A FILED
11/09/2026
PUBLISHED
11/09/2026 11:05 am
TIME TO PUBLISH
11/11/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:COHU· CUSIP 192576106 · CLASS common stock · CIK 0000021535

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

12
FOR
2
AGAINST
0
WITHHOLD
14
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
Ratify the adoption and implementation of the amendment to Article Nineteenth of the Company’s certificate of incorporation limiting the liability of certain officers, approved by stockholders and filed on June 5, 2024.
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states the amendment limits monetary liability of certain officers.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
Ratify the adoption and implementation of the amendment to Article Fourth of the Company’s certificate of incorporation increasing authorized common shares from 90,000,000 to 150,000,000, approved by stockholders and filed on May 15, 2026.
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states future share issuances could dilute existing ownership and voting interests.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
Ratify the adoption of the Cohu, Inc. 2026 Equity Incentive Plan, including the stockholder approval obtained on May 15, 2026.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states this ratification concerns the historical adoption of the 2026 Plan.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
Ratify the adoption of the Amended and Restated Cohu, Inc. 1997 Employee Stock Purchase Plan, including the stockholder approval obtained on May 15, 2026.
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states this ratification concerns the historical adoption of the amended and restated 1997 ESPP.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5(a)
Ratify, under Section 204 of the DGCL, the election of Andrew M. Caggia on June 5, 2024 as a Class 2 director for the original term scheduled to end at the 2027 annual meeting, to the extent that election is void or voidable because of the record-date failure of authorization described above.
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states this ratification confirms the identified prior election for the same class term.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5(b)
Ratify, under Section 204 of the DGCL, the election of Yon Y. Jorden on June 5, 2024 as a Class 2 director for the original term scheduled to end at the 2027 annual meeting, to the extent that election is void or voidable because of the record-date failure of authorization described above.
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states this ratification confirms the identified prior election for the same class term.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5(c)
Ratify, under Section 204 of the DGCL, the election of Luis A. Müller on June 5, 2024 as a Class 2 director for the original term scheduled to end at the 2027 annual meeting, to the extent that election is void or voidable because of the record-date failure of authorization described above.
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states this ratification confirms the identified prior election for the same class term.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5(d)
Ratify, under Section 204 of the DGCL, the election of Steven J. Bilodeau on May 16, 2025 as a Class 3 director for the original term scheduled to end at the 2028 annual meeting, to the extent that election is void or voidable because of the record-date failure of authorization described above.
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states this ratification confirms the identified prior election for the same class term.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5(e)
Ratify, under Section 204 of the DGCL, the election of James A. Donahue on May 16, 2025 as a Class 3 director for the original term scheduled to end at the 2028 annual meeting, to the extent that election is void or voidable because of the record-date failure of authorization described above.
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states this ratification confirms the identified prior election for the same class term.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5(f)
Ratify, under Section 204 of the DGCL, the election of Andreas W. Mattes on May 16, 2025 as a Class 3 director for the original term scheduled to end at the 2028 annual meeting, to the extent that election is void or voidable because of the record-date failure of authorization described above.
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states this ratification confirms the identified prior election for the same class term.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5(g)
Ratify, under Section 204 of the DGCL, the election of William E. Bendush on May 15, 2026 as a Class 1 director for the original term scheduled to end at the 2029 annual meeting, to the extent that election is void or voidable because of the record-date failure of authorization described above.
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states this ratification confirms the identified prior election for the same class term.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5(h)
Ratify, under Section 204 of the DGCL, the election of Karen M. Rapp on May 15, 2026 as a Class 1 director for the original term scheduled to end at the 2029 annual meeting, to the extent that election is void or voidable because of the record-date failure of authorization described above.
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states this ratification confirms the identified prior election for the same class term.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5(i)
Ratify, under Section 204 of the DGCL, the election of Nina L. Richardson on May 15, 2026 as a Class 1 director for the original term scheduled to end at the 2029 annual meeting, to the extent that election is void or voidable because of the record-date failure of authorization described above.
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states this ratification confirms the identified prior election for the same class term.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
Approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies for one or more ratification proposals or to obtain a quorum.
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states adjournment may be used to solicit additional proxies or obtain a quorum.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

cbcc83a30d6d44d389be38bda45d8d5ca9f6126a50606cefd1671ec644e81590

Search company, ticker, executive, director or issue

    The SPI Wire · Proxy Intelligence

    Get every ballot call, before the vote.

    FOR, AGAINST or WITHHOLD on each covered ballot item — published within 48 hours of the definitive proxy filing. Follow the companies you own, or take the full feed.




    Pick the companies you own — you’ll only hear from us on their ballots.

    The SPI Wire covers proxy ballots only — it has nothing to do with Signal Research investigations. Research and analysis for informational purposes; not legal, investment, or voting advice. Unsubscribe anytime.

    Submit Information








      Join Monitoring List




        Receive Research Updates