Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Cohu, Inc. (“Cohu”) was held on May 8, 2019. At the Annual Meeting, Cohu’s stockholders cast their votes on five proposals, as set forth below. Cohu had 40,816,889 shares outstanding on the March 19, 2019 record date and 38,341,171 (94%) were represented at the Annual Meeting.
Proposal 1
. Election of Directors.
Steven J. Bilodeau was elected as a Class 3 director of Cohu. The results were as follows:
Votes For - 32,944,746; Votes Against - 1,489,350; Abstentions - 121,798; Broker Non-Votes - 3,785,277
James A. Donahue was elected as a Class 3 director of Cohu. The results were as follows:
Votes For - 33,023,835; Votes Against - 1,410,164; Abstentions - 121,895; Broker Non-Votes - 3,785,277
The remaining directors continuing in office until 2020 are William E. Bendush, Robert L. Ciardella and Ritu C. Favre, and until 2021 are Andrew M. Caggia, Luis A. Müller and Jorge L. Titinger.
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 - 33,713,089; Votes Against - 428,220; Abstentions - 414,585; Broker Non-Votes - 3,785,277
Proposal 3
. The vote on amendments to the Cohu 2005 Equity Incentive Plan to (i) increase the shares of stock available for issuance by 2,000,000 and (ii) eliminate a sublimit on the aggregate number of shares that may be issued pursuant to restricted stock, restricted stock units, performance shares or performance unit awards was approved. The results were as follows:
Votes For - 32,520,331; Votes Against - 2,011,638; Abstentions - 23,925; Broker Non-Votes - 3,785,277
Proposal 4
. The vote on an amendment to the 1997 Employee Stock Purchase Plan to increase the number of shares that may be issued under the plan by 500,000 was approved. The results were as follows:
Votes For - 34,166,897; Votes Against - 266,338; Abstentions - 122,659; Broker Non-Votes - 3,785,277
Proposal 5
. The ratification of the appointment of Ernst & Young LLP as the Cohu’s independent registered public accounting firm for fiscal year 2019 was approved. The results were as follows:
Votes For - 36,717,349; Votes Against - 1,325,159; Abstentions - 298,663; Broker Non-Votes - 0