Cohu Calls Dec 15 Special Meeting to Ratify Prior Charter, Plan and Director Actions After Bylaw Record-Date Defect

summarizeSummary

Cohu will hold a December 15 special meeting asking stockholders to ratify, under Delaware Section 204, prior charter amendments, equity plans and nine director elections that may be void because annual-meeting record dates exceeded the company's 50-day bylaw limit.

check_boxKey Events · Corporate Governance and Compliance · COHU

• Bylaw Record-Date Defect Disclosed

  Record dates for the June 5, 2024, May 16, 2025 and May 15, 2026 annual meetings fell 54, 56 and 53 days before those meetings, exceeding the 50-day limit in Article VI, Section 5 of Cohu's bylaws.

• Section 204 Ratification Vote Set

  A special meeting on December 15, 2026 will ask holders to ratify each affected act separately under DGCL Section 204; the record date is October 28, 2026 and the Board recommends FOR every proposal.

• Authorized Shares at 150 Million

  Proposal 2 ratifies the May 15, 2026 amendment raising authorized common stock from 90,000,000 to 150,000,000 shares; 47,346,050 shares were outstanding and 20,162,201 reserved as of October 23, 2026. Ratification does not issue any shares.

• Equity Plans and Director Elections Included

  Proposals 3 and 4 ratify the 2026 Equity Incentive Plan (3,400,000-share initial reserve) and the ESPP increase of 600,000 shares to 4,350,000; Proposals 5(a)-5(i) ratify nine prior director elections without starting new terms.

auto_awesomeAnalysis · COHU · Industrial Applications And Services

Cohu set record dates 54, 56 and 53 days before its 2024, 2025 and 2026 annual meetings, exceeding the 50-day limit in its own bylaws. That procedural miss casts doubt on the validity of everything stockholders approved at those meetings: the officer-exculpation charter amendment, the increase in authorized shares from 90 million to 150 million, the 2026 Equity Incentive Plan, the expanded ESPP, and the election of nine directors. At a December 15 special meeting, the company is asking holders to re-ratify each item separately under Delaware's Section 204 cure statute. Approval relates back to the original dates and changes no economic terms, but a failed vote would leave the uncertainty in place and push Cohu toward a Chancery Court petition. The authorized-share increase matters most: 47.3 million shares are outstanding against 150 million authorized, and the company says the extra headroom was intended for financing, acquisitions and equity compensation.