COHU INC. Files Definitive Proxy Statement (DEF 14A)

Ticker: COHU · Form: DEF 14A · Filed: Apr 22, 2024 · CIK: 21535

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Corporate Governance, COHU INC.

TL;DR

<b>COHU INC. has filed its Definitive Proxy Statement (DEF 14A) detailing corporate governance and executive compensation information.</b>

AI Summary

COHU INC (COHU) filed a Proxy Statement (DEF 14A) with the SEC on April 22, 2024. COHU INC. filed a Definitive Proxy Statement (DEF 14A) on April 22, 2024. The filing covers the period ending June 5, 2024. The company's fiscal year ends on December 30th. COHU INC. is incorporated in Delaware. The company's principal executive offices are located at 12367 Crosthwaite Circle, Poway, CA 92064-6817.

Why It Matters

For investors and stakeholders tracking COHU INC, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions at the upcoming annual meeting. The DEF 14A provides insights into the company's governance practices, which can influence investor confidence and long-term strategy.

Risk Assessment

Risk Level: low — COHU INC shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial or operational information that would inherently increase risk.

Analyst Insight

Shareholders should review the executive compensation details and any proposed governance changes to prepare for the upcoming shareholder meeting.

Key Numbers

Key Players & Entities

FAQ

When did COHU INC file this DEF 14A?

COHU INC filed this Proxy Statement (DEF 14A) with the SEC on April 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by COHU INC (COHU).

Where can I read the original DEF 14A filing from COHU INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by COHU INC.

What are the key takeaways from COHU INC's DEF 14A?

COHU INC filed this DEF 14A on April 22, 2024. Key takeaways: COHU INC. filed a Definitive Proxy Statement (DEF 14A) on April 22, 2024.. The filing covers the period ending June 5, 2024.. The company's fiscal year ends on December 30th..

Is COHU INC a risky investment based on this filing?

Based on this DEF 14A, COHU INC presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial or operational information that would inherently increase risk.

What should investors do after reading COHU INC's DEF 14A?

Shareholders should review the executive compensation details and any proposed governance changes to prepare for the upcoming shareholder meeting. The overall sentiment from this filing is neutral.

How does COHU INC compare to its industry peers?

COHU INC. operates in the semiconductor equipment industry, specifically in testing and handling solutions.

Are there regulatory concerns for COHU INC?

The filing is a DEF 14A, a standard SEC filing required for public companies to solicit proxies from shareholders for annual meetings.

Industry Context

COHU INC. operates in the semiconductor equipment industry, specifically in testing and handling solutions.

Regulatory Implications

The filing is a DEF 14A, a standard SEC filing required for public companies to solicit proxies from shareholders for annual meetings.

What Investors Should Do

  1. Review the executive compensation tables for details on salaries, bonuses, and equity awards.
  2. Examine the proposals to be voted on at the shareholder meeting, such as director elections and advisory votes on executive compensation.
  3. Understand any changes in corporate governance policies outlined in the filing.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No prior filing data is available for direct comparison within this extract.

Filing Stats: 4,316 words · 17 min read · ~14 pages · Grade level 16.3 · Accepted 2024-04-22 08:00:29

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights Sustainability Highlights Stock Ownership Page 13

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management Delinquent Section 16(a) Reports Governance Matters Page 14 Corporate Governance Board of Directors and Committees Director Independence Board Structure and Committee Composition Audit Committee Compensation Committee Nominating and Governance Committee Board Leadership Structure Risk Oversight Stockholder Nominees Director Qualifications Identifying and Evaluating Nominees for Directors Executive Sessions Communications with the Board Compensation of Directors Compensation Matters Page 22

Executive Compensation and Other Information

Executive Compensation and Other Information Compensation Discussion and Analysis Executive Summary Compensation Philosophy Compensation-Setting Process Compensation Elements Post-Employment Compensation Other Compensation Policies Tax and Accounting Considerations Compensation Committee Report

Executive Compensation Tables

Executive Compensation Tables Pay Versus Performance CEO Pay Ratio Equity Compensation Awards and Plan Information Potential Payments Upon Termination or Change in Control Audit Matters Page 51 Audit Committee Report Audit Fees and Services Certain Relationships and Related Party Transactions Voting Proposals Page 56 Proposal No. 1: Election of Directors Proposal No. 2: Advisory vote to approve Named Executive Officer Compensation Proposal No. 3: Approve an amendment to our Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding exculpation of Officers Proposal No. 4: Ratification of Independent Registered Public Accounting Firm Voting and Meeting Information Page 66 General Information Appendices Page 70 Table of Contents Proxy Statement Summary To assist you in reviewing the proposals to be acted upon at the annual meeting, we call your attention to the following summarized information about Cohu, the proposals and voting recommendations, our directors, highlights of the directors' key qualifications, skills and experiences, board composition, corporate governance, executive compensation, and corporate sustainability matters. For more information about these topics, please review the complete proxy statement before voting. We also encourage you to read our latest annual report on Form 10-K, which is available at www.cohu.com and our latest corporate sustainability report, which is available at https://www.cohu.com/company-corporate-sustainability . The content of any website or report referred to in this proxy statement is not a part of nor incorporated by reference in this proxy statement unless expressly noted. We use the terms "Cohu," the "Company," "we," "our," and "us" in this proxy statement to refer to Cohu, Inc., a Delaware corporation. We also use the term "Board" to refer to the Company's Board of Directors. This proxy statement contains forward-looking statements within the m

Executive Compensation Highlights

Executive Compensation Highlights What We Do Pay for Performance - Our executive compensation program is designed to pay for performance with 100% of the annual Short-Term Incentive ("STI") program tied to company financial, strategic and operational performance metrics, and 60% of the Long-Term Incentive ("LTI") program tied to relative total stockholder return ("TSR") performance. Balance of Annual and Long-Term Incentives - Our incentive compensation programs provide a balance of annual and long-term incentives. Different Performance Metrics for Annual and Long-Term Incentive Programs - Our annual and long-term incentive compensation programs use different performance metrics. Absolute and Relative Performance Metrics - Our annual and long-term incentive compensation programs for executive officers include the use of absolute and relative performance metrics. Three-Year Performance Period for Our Long-Term Incentive Program - Our current long-term incentive compensation program is designed to pay for performance over a period of three years. Capped Amounts - Amounts that can be earned under the annual and long-term incentive compensation programs are capped. Compensation Recoupment/Clawback Policy - We have a policy pursuant to which incentive compensation erroneously awarded to our executive officers is subject to recoupment under certain circumstances if our financial results are restated. This policy was updated in 2023 to be compliant with the requirements of Exchange Act Rule 10D-1 and the applicable Nasdaq listing standards. Stock Ownership Guidelines - We have stock ownership guidelines for each of our executive officers and certain other senior executives; each of our named executive officers has met their individual ownership level under the current program or has a period of time remaining under the guidelines to do so. Independent Compensation Advisor - The Compensation Committee benefits from its utilization of an independent compensation

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