Cohu (COHU) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2026, and will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders will vote on six key proposals, including director elections, executive compensation, amendments to the certificate of incorporation, equity plans, and auditor ratification.

• The board unanimously recommends voting in favor of all proposals.

• Proxy materials are available electronically, and shareholders are encouraged to opt for e-delivery to support environmental initiatives.

Voting matters and shareholder proposals

• Election of three Class 1 directors for three-year terms.

• Advisory vote on named executive officer compensation (Say-on-Pay).

• Approval to amend the certificate of incorporation to increase authorized common stock from 90M to 150M shares.

• Approval of the 2026 Equity Incentive Plan and the amended 1997 Employee Stock Purchase Plan.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

Board of directors and corporate governance

• Board consists of nine directors, seven of whom are independent.

• All board committees (Audit, Compensation, Nominating and Governance) are composed entirely of independent directors.

• Board leadership is separated between the CEO and Chairperson, with a Lead Independent Director in place.

• Annual board and committee self-evaluations, and regular executive sessions of independent directors.

• Board oversight includes sustainability and cybersecurity risks.