Cohu (COHU) Proxy filing summary

Executive summary

• Special meeting scheduled for December 15, 2026, online; October 28, 2026 is the voting record date. Proposals address uncertainty from annual-meeting record dates set 53–56 days before meetings, exceeding the bylaws’ 50-day limit.

• The Board recommends FOR Proposals 1–6. Ratifications are separate and, if effective, validate the specified historical actions retroactively; they do not change their substantive terms or create new director terms.

• If a ratification fails, the identified authorization uncertainty remains; the Board may consider next steps, including seeking relief under DGCL Section 205.

Voting matters and shareholder proposals

• Proposals 1–4 seek ratification of the officer-liability charter amendment, authorized-share amendment, 2026 Equity Incentive Plan and amended ESPP; each of nine prior director elections is a separate item under Proposals 5(a)–5(i).

• Proposal 6 seeks authority for one or more adjournments, if needed to solicit proxies or obtain a quorum; approval does not approve any ratification or other substantive business.

• Proposals 1 and 2 require a majority of outstanding shares; Proposals 3, 4 and 6 require more FOR than AGAINST; each director ratification requires a majority of shares present or represented and entitled to vote on that item.

• Proposals 1, 3, 4 and 5(a)–5(i) are expected to be non-routine for brokers; Proposals 2 and 6 are routine. A majority of outstanding shares must be represented online or by proxy for a quorum.

• The prior elections cover Andrew M. Caggia, Yon Y. Jorden and Luis A. Müller through the 2027 annual meeting; Steven J. Bilodeau, James A. Donahue and Andreas W. Mattes through 2028; and William E. Bendush, Karen M. Rapp and Nina L. Richardson through 2029.

Board of directors and corporate governance

• The nine-member Board has seven independent directors (78%); Audit, Compensation and Nominating and Governance committee members meet applicable independence requirements.

• CEO Luis A. Müller and Chair James A. Donahue hold separate roles; Steven J. Bilodeau serves as Lead Independent Director, linking independent directors with the Chair and CEO and leading independent sessions.

• Ratifications preserve the directors’ original classes and scheduled term endpoints. Prior post-age-75 approvals for Andrew M. Caggia, James A. Donahue and William E. Bendush remain applicable to their same terms; no new term or policy waiver is created.

• Fiscal 2025 Board activity included 10 meetings; each director attended at least 75% of applicable Board and committee meetings. Independent-director executive sessions are held at least three times annually.