PDF SOLUTIONS, INC. (NASDAQ:PDFS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 23, 2020, at the 2020 Annual Meeting of the Stockholders of PDF Solutions, Inc. (the “Company”), the stockholders of the Company approved the Sixth Amended and Restated 2011 Stock Incentive Plan (the “Sixth Amended 2011 Plan”), effective as of such date, which, among other changes, increased the number of shares reserved for issuance under the Sixth Amended 2011 Plan by 1,250,000 shares. A description of the material terms of the Sixth Amended 2011 Plan is set forth under the heading “Proposal 3 – Approval of the Sixth Amended and Restated 2011 Stock Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 8, 2020 (the “Proxy Statement”), which description is hereby incorporated by reference. The foregoing summary is qualified in its entirety by reference to the full text of the Sixth Amended 2011 Plan, a copy of which is filed as Appendix A to the Company’s Proxy Statement and incorporated by reference herein.
Item 5.07.Submission of Matters to a Vote of Security Holders.
On June 23, 2020, at the 2020 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, 5, and 6.
Proposal 4 regarding the Company’s 2020 Employee Stock Purchase Plan was not approved.
The final results for the votes regarding each proposal are set forth below. The proposals are described in detail in the Company’s Proxy Statement, dated May 8, 2020.
Proposal No. Election of Class I Directors:
Proposal No. 2 Ratification of the appointment of BPM LLP as the Independent Registered Public Accounting Firm for the Company for the year ending December 31, :
Proposal No. 3 Approval of the Company’s Sixth Amended and Restated 2011 Stock Incentive Plan:
Proposal No. Approvalof the Company’s 2020 Employee Stock Purchase Plan:
Proposal No. Ratification of an amendment to the Company’sBylaws to designate Delaware as the exclusive forum for certain legal actions:
Proposal No. Approval, by non-binding vote, of the compensation awarded to Named Executive Officers:
Item 9.01. Financial Statements and Exhibits
10.20. PDF Solutions, Inc.’s Sixth Amended and Restated 2011 Stock Incentive Plan, filed as Appendix A to the Company’s Proxy Statement filed on May 8, 2020, and incorporated herein by reference.†
† Management contract or compensatory plan arrangement.
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.