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
| Date of Report (Date of Earliest Event Reported): | | October 25, 2022 |
| | Cohu, Inc. | |
(Exact name of registrant as specified in its charter) |
| | | |
| Delaware | 001-04298 | 95-1934119 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| | | |
| 12367 Crosthwaite Circle, Poway, | | 92064 |
| California | | |
| (Address of principal executive | | (Zip Code) |
| offices) | | |
| | | |
| Registrant’s telephone number, including area code: | | 858-848-8100 |
| | | |
| | Not Applicable | |
Former name or former address, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $1.00 par value | COHU | The NASDAQ Stock Market LLC |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of New Director
On October 25, 2022, the Board of Directors (the “Board”) of Cohu, Inc. (“Cohu”) appointed Andreas (“Andy”) W. Mattes to join the Board as a Class 3 director whose term will expire at Cohu’s 2025 annual meeting of stockholders. Mr. Mattes has also been appointed to the Compensation Committee. Such appointments are effective as of November 1, 2022. There is no arrangement or understanding between Mr. Mattes and Cohu or any other person pursuant to which he was selected as a director.
Mr. Mattes will be compensated in accordance with Cohu’s current director compensation program, including an annual retainer of $60,000; an annual fee of $7,500 as a member of the Compensation Committee; and an initial equity grant of restricted stock units (“RSUs”) with a total value of $78,075 (where such initial grant value of $150,000 is pro-rated based on the period of time between appointment as director and the next scheduled director annual equity grant date) and this initial grant will vest over three years. In addition, Mr. Mattes will be eligible for the regular directors’ annual equity grant of RSUs, expected in May 2023, with a total value of $150,000, and such annual grant will thereafter vest in approximately one year.
Mr. Mattes was provided, and is expected to sign, Cohu’s standard form of indemnification agreement for directors, which is attached as Exhibit 10.1 to Cohu’s Form 8-K filed with the SEC on December 13, 2018.
A copy of Cohu’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. 99.1
Exhibit No. – 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
| | Cohu, Inc. |
| | |
October 31, 2022 | By: /s/ Jeffrey D. Jones |
| | Name: Jeffrey D. Jones |
| | Title: SVP Finance and Chief Financial Officer |
Index of Exhibits |
| | | |
| | | |
EXHIBIT | | |
NO. | | DESCRIPTION |
| | | |
| 99.1 | | Cohu Appoints Andy Mattes to its Board of Directors, dated October 31, 2022 |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
