PDF Solutions (PDFS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, with voting on five key proposals, including director elections, auditor ratification, amendments to equity plans, and a say-on-pay advisory vote.

• Shareholders of record as of April 17, 2026, are eligible to vote in person, by mail, phone, or online.

• Proxy materials and the 2025 annual report are available online, with a focus on transparency and shareholder engagement.

Voting matters and shareholder proposals

• Election of two Class I directors to serve until after December 31, 2028.

• Ratification of BPM LLP as independent auditor for fiscal year ending December 31, 2026.

• Approval of the Eleventh Amended and Restated 2011 Stock Incentive Plan, increasing share reserve by 800,000 and extending option grant deadline to 2036.

• Approval of the Third Amended and Restated 2021 Employee Stock Purchase Plan, increasing share reserve by 200,000.

• Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of eight directors divided into three staggered classes; six of eight are independent.

• Lead Independent Director role is separate from CEO, currently held by Joseph R. Bronson.

• Board committees (Audit, CHCM, NCG) are fully independent and meet regularly, with high attendance rates.

• Board diversity policy and overboarding policy in place; 38% of directors are women.

• Proxy access rights and stockholder engagement practices are emphasized.