Cohu, Inc. Announces Bylaw Amendments and Annual Meeting Date
Ticker: COHU · Form: 8-K · Filed: Jun 6, 2024 · CIK: 21535
Sentiment: neutral
Topics: corporate-governance, annual-meeting, bylaws
Related Tickers: COHU
TL;DR
Cohu's bylaws updated, annual meeting July 25th. Vote on directors!
AI Summary
On June 5, 2024, Cohu, Inc. filed an 8-K report detailing several key events. The company announced the adoption of amendments to its bylaws, which will take effect immediately. Additionally, Cohu, Inc. confirmed that its annual meeting of stockholders will be held on July 25, 2024, where shareholders will vote on the election of directors and other business matters. The filing also includes financial statements and exhibits.
Why It Matters
This filing provides shareholders with crucial information regarding corporate governance changes and the upcoming annual meeting, impacting their voting rights and engagement with the company.
Risk Assessment
Risk Level: low — The filing primarily concerns procedural corporate governance matters and the scheduling of the annual meeting, with no immediate financial or operational risks disclosed.
Key Numbers
- 001-04298 — SEC File Number (Identifies Cohu, Inc.'s filing with the SEC.)
- 95-1934119 — IRS Employer Identification No. (Cohu, Inc.'s tax identification number.)
Key Players & Entities
- Cohu, Inc. (company) — Registrant
- June 5, 2024 (date) — Date of Report
- July 25, 2024 (date) — Annual Meeting Date
- Delaware (jurisdiction) — State of Incorporation
FAQ
What specific amendments were made to Cohu, Inc.'s bylaws?
The filing states that amendments to the bylaws were adopted, but does not detail the specific changes within this 8-K report, indicating they are effective immediately.
When is the annual meeting of stockholders for Cohu, Inc. scheduled?
The annual meeting of stockholders for Cohu, Inc. is scheduled to be held on July 25, 2024.
What is the primary purpose of the annual meeting of stockholders?
The primary purpose of the annual meeting is for security holders to vote on the election of directors and any other business that may properly come before the meeting.
What is the fiscal year end for Cohu, Inc.?
Cohu, Inc.'s fiscal year ends on December 28.
Where is Cohu, Inc. incorporated?
Cohu, Inc. is incorporated in Delaware.
Filing Stats: 826 words · 3 min read · ~3 pages · Grade level 10.2 · Accepted 2024-06-06 07:00:51
Key Financial Figures
- $1.00 — nge on which registered Common Stock , $1.00 par value COHU The NASDAQ Stock Mark
Filing Documents
- cohu20240603_8k.htm (8-K) — 49KB
- ex_683157.htm (EX-3.1) — 29KB
- 0001437749-24-019391.txt ( ) — 220KB
- cohu-20240605.xsd (EX-101.SCH) — 3KB
- cohu-20240605_def.xml (EX-101.DEF) — 12KB
- cohu-20240605_lab.xml (EX-101.LAB) — 15KB
- cohu-20240605_pre.xml (EX-101.PRE) — 12KB
- cohu20240603_8k_htm.xml (XML) — 3KB
03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 5, 2024, as described below, upon the recommendation of the Board of Directors (the "Board") of Cohu, Inc. (the "Company"), the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to add a provision exculpating certain of the Company's officers from liability in specific circumstances, as permitted by Delaware law (the "Amendment"). The Amendment is discussed in greater detail in the definitive Proxy Statement for the Company's 2024 Annual Meeting, which was filed with the Securities and Exchange Commission on April 22, 2024. Accordingly, on June 5, 2024, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation implementing the approved changes (the "Restated Certificate"), and the Restated Certificate was effective as of that date. The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this report and incorporated herein by reference.
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its 2024 Annual Meeting of Stockholders on June 5, 2024. At the Annual Meeting, the Company's stockholders cast their votes on four proposals, as set forth below. The Company had 47,085,873 shares outstanding on April 12, 2024, the record date, and 43,787,244 (93.0%) were represented at the Annual Meeting. Proposal 1. The nominees for election as Class 2 directors to serve until the 2027 Annual Meeting of Stockholders, were elected based upon the following votes: Votes For Votes Against Abstentions Broker Non-Votes Andrew M. Caggia 37,225,405 3,594,374 38,642 2,928,823 Yon Y. Jorden 40,016,127 803,882 38,412 2,928,823 Luis A. Mller 40,469,622 349,433 39,366 2,928,823 The remaining directors whose terms continue until 2025 are Steven J. Bilodeau, James A. Donahue and Andreas W. Mattes, and until 2026 are William E. Bendush, Karen M. Rapp and Nina L. Richardson Proposal 2. The advisory vote on executive compensation of Named Executive Officers, as disclosed in the Proxy Statement, was approved. The results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 40,351,823 377,188 129,410 2,928,823 Proposal 3. The vote to approve the amendment to the Company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by law. The results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 36,685,697 4,123,584 49,140 2,928,823 Proposal 4. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2024 was approved. The results were as follows: Votes For Votes Against Abstentions 41,614,016 2,118,486 54,742
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Amended Restated Certificate of Incorporation of Cohu, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Cohu, Inc. June 6, 2024 By: /s/ Jeffrey D. Jones Name: Jeffrey D. Jones Title: Senior VP Finance and Chief Financial Officer