PDF SOLUTIONS, INC. (NASDAQ:PDFS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.
On January 28, 2019, the Board of Directors (the “Board”) of PDF Solutions, Inc. (the “Company”) adopted and approved, effective immediately, the Amended and Restated Bylaws (the “Amended and Restated Bylaws”) of the Company to, among other things:
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Provide proxy access rights, which include the right of any stockholder who has owned at least 5% of the common stock of the Company continuously for the preceding three years to nominate up to a maximum of two, or 20% of the board, by submitting notice to the Company within a proscribed timeline. |
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Change the vote standard for the election of directors from plurality voting to majority voting in uncontested elections. |
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Provide that the positions of chairperson of the Board of Directors (the “Chairperson of the Board”) and Chief Executive Officer of the Company are to be filled by separate individuals, unless otherwise determined by the Board. |
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Clarify the powers of the Chairperson of the Board and the Lead Independent Director of the Board. |
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Update the advance notice provisions to require director nominees to submit to the Company a completed director questionnaire. |
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Designate the Court of Chancery of the State of Delaware as the exclusive forum for certain actions and proceedings involving the Company (such provision, the “Exclusive Forum Provision”). |
The Board determined that the adoption of the Exclusive Forum Provision is in the best interests of the Company and its stockholders because, among other reasons, it will limit the ability of plaintiffs in certain cases to forum shop, which can result in a court located outside of Delaware interpreting Delaware law, and to litigate in multiple jurisdictions, which can result in conflicting decisions by different courts and significant expense to the Company. While the Exclusive Forum Provision is effective immediately, the Board intends to seek stockholder ratification of the Exclusive Forum Provision at the Company’s 2019 annual meeting of stockholders; if the stockholders do not ratify it at the Company’s 2019 annual meeting of stockholders, the Exclusive Forum Provision will be thereafter of no force or effect.
The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed herewith as Exhibit 3.1, and incorporated by reference herein.
Item 8.01 Other Events
On January 28, 2019, the independent directors unanimously elected Mr. Joseph Bronson to the role of Lead Independent Director, effective immediately. Mr. Bronson has been a director of the Company since May, 2014. He currently is Chair of both the Audit and Corporate Governance and Nominating Committees of the Board.
The Lead Independent Director’s primary responsibilities will include presiding at executive sessions of the independent directors; calling meetings of the independent directors, as appropriate; serving as liaison between the independent directors and the Chairperson of the Board and/or Chief Executive Officer and between the independent directors and senior management; and approving meeting agendas for the Board together with the Chairperson of the Board. The establishment of a Lead Independent Director with robust function, authority and responsibilities reflects the Board’s commitment to strong corporate governance. The responsibilities of the Lead Independent Director are specified in the Lead Independent Director Charter, which is available on the Investors portion of the Company’s website.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
PDF SOLUTIONS INC Exhibit
EX-3.1 2 ex_133533.htm EXHIBIT 3.1 ex_133533.htm Exhibit 3.1 BYLAWS OF PDF SOLUTIONS,…
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About PDF SOLUTIONS, INC. (NASDAQ:PDFS)
PDF Solutions, Inc. is a provider of infrastructure technologies and services for integrated circuits (IC). The Company’s technologies and services focus on the IC manufacturing process life cycle. It operates in the segment of licensing and implementation of yield improvement solutions for integrated circuit manufacturers. The Company’s solutions combine software, test chips, an electrical wafer test system, methodologies and professional services. The Company has developed solutions for yield simulation, analysis, loss detection, and improvement. Its characterization vehicle infrastructure (CVi) enables customers to electrically characterize the manufacturing process, and establish fail-rate information needed to calibrate manufacturing yield models and prioritize yield improvement activities. Its Exensio YieldAware solution combines software and services to enable customers to collect and combine product test data and equipment signals during production.
