Cohu Inc

This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to Cohu’s named executive officers as disclosed in the Compensation Discussion & Analysis and related remuneration tables. Management seeks this approval to validate its pay-for-performance philosophy — which emphasizes a mix of at-risk short-term incentives and performance- contingent long-term awards (60% PSU/40% RSU for long-term equity) — and to confirm alignment between executive pay and company objectives, including revenue growth, profitability and total shareholder return. The Compensation Committee relies on market peer benchmarking, engagement with an independent compensation consultant, and stockholder outreach when setting levels and structures, and highlights features such as clawback policies, prohibition on option repricing without shareholder approval, stock ownership requirements and a double-trigger change-in-control regime. The Board notes the prior year’s strong shareholder support (approximately 98.1% in favor in 2025) and intends to consider any future material dissent in making program adjustments, but emphasizes that the advisory vote is non-binding. A vote FOR signals stockholder endorsement of management’s approach to incentive design, governance safeguards and pay outcomes, reducing the likelihood of subsequent governance or compensation activism. A vote AGAINST or significant negative feedback would likely prompt the Compensation Committee to engage further with major investors and proxy advisory firms and could lead to programmatic changes, including alterations to performance metrics, award mix, or disclosure. Institutional investors and proxy advisors will evaluate this proposal in the context of Cohu’s pay-for-performance metrics, recent realizations on PSU payouts (including recent PSU results), CEO pay levels relative to peers, and governance protections; any material concerns from those parties could materially influence future program design and investor relations. The vote thus functions as both a governance check and an important communications mechanism between investors and the Board on compensation philosophy and execution.

This management proposal requests shareholder approval to amend Cohu’s certificate of incorporation to increase authorized common shares from 90 million to 150 million. Management frames the request as a prudent and proactive measure to preserve strategic flexibility for equity compensation (including the proposed 2026 Plan), potential capital raises, satisfaction of reserves tied to the company’s 1.5% convertible notes due 2031, and to support potential strategic transactions without the delay and expense of calling a special shareholder meeting. The company discloses that as of March 16, 2026 roughly 71.9% of the current authorized shares were issued or reserved, leaving limited headroom for future issuances, which underpins management’s rationale. The amendment would not change other rights of common stock or the number of preferred shares authorized, but it would dilute existing holders if new issuance occurs and could reduce EPS and voting power depending on future issuances. Management also candidly discloses potential anti-takeover effects, noting that additional authorized shares could be used in ways that make hostile takeover attempts or proxy contests more difficult, while stating that this is not the company’s intent. From a governance and capital-raising perspective, approving the amendment provides maneuverability for compensation, financing, and M&A but raises typical dilution and takeover-defense concerns that investors monitor; proxy advisors will weigh the company’s stated purposes, disclosed use (including reserve for the 2026 Plan and 2031 Notes), and antievasion safeguards. The Board recommends FOR, emphasizing that no immediate large issuance is planned and that the increase is intended to facilitate ordinary course equity grants and potential obligations tied to the convertible notes; investors should balance the benefits of flexibility and retention tools against dilution risk and request clarity on how many shares will be used for each purpose over the next several years.

Management seeks shareholder approval of a successor equity plan (the 2026 Plan) to replace the 2005 Plan and to authorize an initial reserve of 3.4 million shares (plus Returning Shares attributable to canceled or forfeited prior awards). The Company argues the reserve is necessary to continue granting equity awards used for recruiting, retention and pay-for-performance alignment and estimates the requested authorization could support roughly three years of anticipated grants under current practices, with the actual duration dependent on grant sizes, share price and realized PSU payouts. Key plan design features intended to align with governance best practices include gross share counting, an explicit prohibition on repricing without shareholder approval, a one-year minimum vesting standard with limited exceptions (e.g., substitute awards, certain director awards, and up to 5% carve-out), no automatic broad acceleration on a change in control except for non-employee director awards, and limits on annual director compensation. The plan preserves the Compensation Committee’s discretion to set award terms and performance metrics but also incorporates protections such as limits on discounted options, no evergreen provision, and clawback/recoupment provisions consistent with Nasdaq requirements. From a shareholder perspective the proposal balances the company’s operational need to grant equity with dilution concerns: the three-year burn-rate data and the requested share count should be evaluated alongside potential dilution, the company’s historical grant practices, and comparator company practices; proxy advisors will focus on the requested quantum relative to peer burn rates, grant policy features and governance safeguards. If approved, the 2026 Plan would enable continued use of performance-based equity (PSUs) and RSUs that management emphasizes as central to its long-term incentive design; if rejected, Cohu would continue to use the 2005 Plan and potentially increase cash compensation or seek shareholder approval again with a different structure or size. Overall, the Board recommends FOR on the basis that the plan supports long-term alignment and talent retention while incorporating many investor-friendly provisions, but investors concerned about dilution should seek additional disclosure on multi-year grant pacing and expected usage of the new share reserve.

This proposal requests shareholder approval to increase the employee stock purchase plan reserve by 600,000 shares, bringing the total ESPP pool to 4,350,000 shares. The ESPP is structured as a tax-qualified Section 423 plan that allows eligible employees to buy company stock at an 85% discount of the lesser of the offering-date or purchase-date fair market value, through six-month offering periods; participation limits include a 10% payroll deduction cap and a 3,000 share per-offering cap. Management’s rationale is that nearly all currently-authorized ESPP shares have been issued or committed (3,396,419 issued and only ~353,581 remaining as of March 16, 2026), leaving limited capacity for future employee participation without an increase. From a governance and compensation perspective, ESPPs are generally viewed favorably because they broaden employee ownership and align employee and shareholder interests while typically generating modest dilution relative to full-value executive equity grants. The Board highlights recruitment, retention and employee motivation benefits and notes that the ESPP terms (including purchase price mechanics and offering cadence) remain materially unchanged. Investors should consider the incremental dilution (600,000 shares relative to total outstanding) relative to the benefit of broader employee ownership; proxy advisors typically view moderate ESPP increases positively if plan design is conservative (as here, with 85% discount and participation caps). If shareholders reject the amendment, the company would have limited ESPP capacity going forward and might need to substitute cash or other awards for broad-based employee equity participation, which management argues is a competitive disadvantage.