Kulicke and Soffa Industries (KLIC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on March 5, 2025, with shareholders voting on director election, an amendment to the 2021 Omnibus Incentive Plan, auditor ratification, and a say-on-pay advisory vote.

• Shareholders of record as of December 9, 2024, are eligible to vote, with 53,648,978 common shares outstanding, each entitled to one vote per matter.

• Voting can be conducted online, by phone, or by mail, and preliminary results will be announced at the meeting and filed with the SEC.

Voting matters and shareholder proposals

• Election of Ms. Denise Dignam as director until 2029; no cumulative voting as only one nominee is presented.

• Approval sought for an amendment to increase shares available under the 2021 Omnibus Incentive Plan by 2,810,000 shares.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending October 4, 2025.

• Advisory vote on executive compensation (say-on-pay) for named executive officers, following 98.2% approval in 2024.

• No additional shareholder proposals are included for this meeting.

Board of directors and corporate governance

• Board consists of experienced leaders with diverse backgrounds in technology, finance, and operations; majority are independent.

• Board emphasizes diversity in age, gender, ethnicity, and professional experience, and regularly reviews its composition.

• Board committees include Audit, Management Development and Compensation, and Nominating and Governance, all with independent members.

• Chairman of the board is independent and not a current or former executive officer.

• Directors and executive officers as a group own 3.4% of outstanding shares as of December 9, 2024.