8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Cohu, Inc.

(Exact name of registrant as specified in its charter)

Not Applicable

Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2021 Annual Meeting of Cohu, Inc. (“Cohu”) was held on May 5, 2021. At the Annual Meeting, Cohu’s stockholders cast their votes on three proposals, as set forth below. Cohu had 48,116,839 shares outstanding on the March 16, 2021 record date and 42,729,160 (89%) were represented at the Annual Meeting.

Proposal 1. Election of Directors.

Andrew M. Caggia was elected as a Class 2 director of Cohu. The results were as follows:

Votes For 36,984,235 ; Votes Against – 2,283,033; Abstentions – 13,128; Broker Non-Votes – 3,448,764

Luis A. Müller was elected as a Class 2 director of Cohu. The results were as follows:

Votes For – 37,836,509; Votes Against – 1,435,724; Abstentions – 8,163; Broker Non-Votes – 3,448,764

The remaining directors whose terms continue until 2022 are Steven J. Bilodeau, Lynne J. Camp and James A. Donahue, and until 2023 are William E. Bendush 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 – 38,908,514; Votes Against – 297,974; Abstentions – 73,908; Broker Non-Votes – 3,448,764

Proposal 3.

The ratification of the appointment of Ernst & Young LLP as Cohu’s independent registered public accounting firm for fiscal year 2021 was approved. The results were as follows:

Votes For – 41,081,653; Votes Against – 1,615,061; Abstentions – 32,446; Broker Non-Votes – 0

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.