Cohu Inc

1. 1

   Ratification of the Officer-Liability Limitation Amendment

   ManagementBoard: FOR

   Ratify under Section 204 of the DGCL the adoption and implementation of the amendment to Article Nineteenth of Cohu’s certificate of incorporation, approved by stockholders and filed on June 5, 2024, which limits monetary liability of certain officers to the extent permitted by Delaware law.

   More detail

   Proposal 1 asks stockholders to ratify a previously approved and filed amendment to Article Nineteenth of Cohu’s certificate of incorporation. The amendment extends the company’s monetary-liability limitation to certain officers, subject to the limits imposed by Delaware law. The amendment was approved by stockholders on June 5, 2024 and became effective when the amended and restated certificate was filed that day. Cohu is seeking ratification because the record date for the 2024 annual meeting was 54 days before the meeting, exceeding the company’s then-applicable 50-day bylaw limit. Management characterizes the defect as a failure of authorization that creates uncertainty about whether the historical action was validly authorized. Ratification would address that uncertainty retroactively under Section 204 of the DGCL without expanding the provision or changing its original effective date. The provision does not eliminate officer liability for loyalty breaches, bad faith, intentional misconduct, knowing violations of law, improper personal benefits, or actions brought by or in the right of the company. Certain current and former officers may benefit from the protection, creating an interest that differs from stockholders generally. Approval requires a majority of all outstanding shares entitled to vote, and the Board recommends voting FOR.

2. 2

   Ratification of the Authorized-Share Amendment

   ManagementBoard: FOR

   Ratify under Section 204 of the DGCL the adoption and implementation of the amendment to Article Fourth of Cohu’s certificate of incorporation, approved by stockholders and filed on May 15, 2026, increasing authorized common shares from 90,000,000 to 150,000,000.

   More detail

   Proposal 2 asks stockholders to ratify the historical amendment increasing Cohu’s authorized common stock from 90 million to 150 million shares. The amendment was approved at the 2026 annual meeting and filed with the Delaware Secretary of State on May 15, 2026. The authorized preferred-stock amount remained 1 million shares, each class having a $1.00 par value. Cohu is seeking ratification because the 2026 annual-meeting record date preceded the meeting by 53 days, exceeding the 50-day bylaw limit then in effect. The company states that the proposal addresses only the authorization defect and does not itself issue shares or further increase the authorized share count. Management identifies potential uses for the additional common shares, including financing, acquisitions, equity compensation, and other corporate purposes. The availability of additional authorized shares can provide flexibility but may dilute existing stockholders or affect a future change-of-control transaction depending on how the shares are used. As of October 23, 2026, 47,346,050 shares were outstanding and 20,162,201 were reserved for issuance under plans, convertible securities, and other commitments. Approval requires a majority of all outstanding shares entitled to vote, and the Board recommends voting FOR.

3. 3

   Ratification of the 2026 Equity Incentive Plan

   ManagementBoard: FOR

   Ratify under Section 204 of the DGCL the adoption of the Cohu, Inc. 2026 Equity Incentive Plan, including the stockholder approval obtained on May 15, 2026, without adopting a new plan or adding to its historical share reserve.

   More detail

   Proposal 3 asks stockholders to ratify the historical adoption of Cohu’s 2026 Equity Incentive Plan. The Board adopted the plan on March 20, 2026, subject to stockholder approval, and stockholders approved it on May 15, 2026. The plan succeeds the 2005 Equity Incentive Plan and generally permits awards of options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other stock-based awards, and cash-based awards. Its initial reserve was 3.4 million shares, reduced by certain awards granted under the prior plan before the 2026 annual meeting and increased by eligible returning shares. Cohu emphasizes that this ratification does not adopt a new plan, replenish the reserve, restart the plan term, or alter outstanding awards. The company seeks ratification because the 2026 annual-meeting record date exceeded the 50-day limit in the applicable bylaws, creating uncertainty about the authorization of the plan’s adoption. Management states that equity awards are important to attract and retain employees and to align employee interests with stockholders, particularly because the prior plan’s remaining authorization was viewed as inadequate. The plan includes governance protections such as no evergreen provision, minimum vesting, a prohibition on repricing without stockholder approval, no tax gross-ups, dividend-equivalent restrictions, and clawback provisions. It also limits annual compensation to any nonemployee director under the plan and related cash fees to $750,000. The Board unanimously recommends voting FOR because ratification would preserve the previously approved compensation framework while curing the historical authorization uncertainty.

4. 4

   Ratification of the Amended and Restated 1997 Employee Stock Purchase Plan

   ManagementBoard: FOR

   Ratify under Section 204 of the DGCL the adoption of the Amended and Restated Cohu, Inc. 1997 Employee Stock Purchase Plan, including the stockholder approval obtained on May 15, 2026, which increased the share reserve by 600,000 shares to 4,350,000.

   More detail

   Proposal 4 asks stockholders to ratify the adoption of the Amended and Restated 1997 Employee Stock Purchase Plan. The historical amendment increased the plan’s authorized share reserve by 600,000 shares, from 3.75 million to 4.35 million shares. The plan otherwise remained materially unchanged and allows eligible employees to purchase Cohu common stock through payroll deductions at a discount generally equal to 15% below the lower of the offering-date or purchase-date market price. Cohu is seeking ratification because the record date for the May 15, 2026 annual meeting was 53 days before the meeting, exceeding the applicable 50-day bylaw limit. The company states that the proposal addresses the authorization uncertainty and does not create a new plan or add shares beyond the historical amendment. Management argues that the ESPP is an important recruitment and retention tool in competitive technology labor markets and helps align employees with stockholders. Eligible employees generally must work more than 20 hours per week and more than five months per year, and payroll deductions are capped at 10% of compensation. Individual purchases are limited to 3,000 shares per six-month offering period and the statutory $25,000 annual value limitation also applies. Nonemployee directors are not eligible to participate, while executive officers and employees have an interest because they may participate. The Board unanimously recommends voting FOR because ratification would preserve the previously approved employee ownership program and remove the historical authorization uncertainty.

5. 5

   Ratification of Prior Director Elections

   ManagementBoard: FOR

   Ratify under Section 204 of the DGCL nine separately votable prior director elections: Andrew M. Caggia, Yon Y. Jorden, Luis A. Müller, Steven J. Bilodeau, James A. Donahue, Andreas W. Mattes, William E. Bendush, Karen M. Rapp and Nina L. Richardson.

6. 6

   Approval of Adjournment of the Special Meeting

   ManagementBoard: FOR

   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.

   More detail

   Proposal 6 asks stockholders to authorize one or more adjournments of the Special Meeting. The authority could be used to solicit additional proxies for one or more ratification proposals or to obtain a quorum. It is procedural and would not approve any underlying ratification or authorize additional substantive business. Cohu states that an adjournment may delay final determinations on the affected proposals. The proposal is distinct from the bylaws’ separate authority to adjourn when a quorum is absent. Brokers may vote uninstructed shares because the company expects this to be a routine matter. Approval requires more votes FOR than AGAINST, with abstentions and broker non-votes having no effect. The Board recommends voting FOR to preserve flexibility if additional solicitation or quorum-building becomes necessary.

Upcoming shareholder meetings at Cohu Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Cohu Inc 2026 special meeting?

Cohu Inc (COHU) holds its 2026 special shareholder meeting on Tuesday, December 15, 2026.

What is the record date for the Cohu Inc 2026 meeting?

The record date for the Cohu Inc 2026 meeting is Wednesday, October 28, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cohu Inc's 2026 meeting?

The board is presenting 9 director nominees at the Cohu Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cohu Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Cohu Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.