Cohu (COHU) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 15, 2026, with voting on key proposals including director elections, executive compensation, equity plans, and auditor ratification.

• Fiscal 2025 saw 13% sales growth to $453M, a GAAP loss per share of $(1.59), and a non-GAAP gross margin of 43.3%.

• The company emphasizes sustainability, reducing emissions by 51% and increasing renewable energy use to 63% in 2025.

Voting matters and shareholder proposals

• Election of three Class 1 directors for three-year terms.

• Advisory vote on executive compensation (Say-on-Pay).

• Amendment to increase authorized common stock from 90M to 150M shares.

• Approval of the 2026 Equity Incentive Plan and amended 1997 Employee Stock Purchase Plan.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of nine directors, seven of whom are independent; all committees are fully independent.

• Board leadership is separated between Chair and CEO, with a Lead Independent Director.

• Annual board and committee self-evaluations, and regular shareholder engagement (186 meetings in 2025).

• Board oversight includes sustainability, cybersecurity, and risk management.