Pdf Solutions Inc

1. 1

   Election of Class I Directors to the Board

   ManagementBoard: FOR

   Elect two Class I directors (Joseph R. Bronson and Ye Jane Li) to hold office until first annual meeting after December 31, 2028.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify BPM LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

3. 3

   Approval of Eleventh Amended and Restated 2011 Stock Incentive Plan

   ManagementBoard: FOR

   Approve Eleventh Amended and Restated 2011 Stock Incentive Plan to increase share reserve by 800,000 shares and extend ISO grant deadline to April 23, 2036.

   More detail

   The proposal asks shareholders to approve the Eleventh Amended and Restated 2011 Stock Incentive Plan, increasing the share reserve by 800,000 and extending the time to grant incentive stock options to April 23, 2036. Management seeks approval to ensure sufficient shares are available to attract, retain, and incentivize employees, non-employee directors and contractors through equity awards tied to long-term stockholder value. The plan includes governance protections such as no repricing without shareholder approval, no discounted options, no evergreen provision, clawback provisions, individual annual award limits, fungible share reserve mechanics, and limitations on dividend equivalents. Management justifies the proposal based on current outstanding grants, projected need for future awards, and the plan’s alignment with pay-for-performance and retention objectives; the Board recommends a FOR vote. The plan change is routine for maintaining equity incentive capacity but also affects dilution and compensation expense; analysts should weigh the incremental 800,000-share increase relative to current overhang (~8.24% as disclosed), historical burn rates (three-year gross burn ~2.20%), and the Company’s use of full-value awards rather than options in recent years. The proposal is significant for investor dilution, compensation strategy, and governance oversight because it preserves flexibility for the CHCM Committee to grant awards, which could materially affect future share count and executive incentives.

4. 4

   Approval of Third Amended and Restated 2021 Employee Stock Purchase Plan

   ManagementBoard: FOR

   Approve Third Amended and Restated 2021 Employee Stock Purchase Plan to increase share reserve by 200,000 shares to total 1,600,000 shares.

   More detail

   This management proposal seeks shareholder approval to increase the ESPP share reserve by 200,000 shares to 1.6M to continue offering discounted purchase opportunities to employees. Management argues the plan fosters employee ownership, retention, and alignment with stockholders, citing ~63% employee participation and standard governance features (85% purchase price, offering periods under 27 months, limits per participant). The Board recommends FOR. Analysts should consider the incremental dilution relative to outstanding shares (~39.9M) and the impacts on employee engagement and retention; the increase is modest (≈0.5% of current outstanding shares) and consistent with typical ESPP refreshes.

5. 5

   Advisory Approval of Named Executive Officers’ Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This routine, non-binding advisory proposal asks shareholders to approve the company’s 2025 NEO compensation as disclosed. Management seeks endorsement for its pay philosophy and practices; the CHCM Committee will consider the vote outcome when evaluating future compensation. The board recommends a FOR vote. The proposal is advisory and will not bind compensation decisions, but a negative outcome could prompt changes to compensation design or enhanced shareholder engagement.

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

When is the Pdf Solutions Inc 2026 annual meeting?

Pdf Solutions Inc (PDFS) holds its 2026 annual shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Pdf Solutions Inc 2026 meeting?

The record date for the Pdf Solutions Inc 2026 meeting is Friday, April 17, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 2 director nominees at the Pdf Solutions Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 5 proposals at the Pdf Solutions Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.