PDF Solutions (PDFS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 17, 2025, with a record date of April 21, 2025.

• Stockholders will vote on five key proposals, including director elections, auditor ratification, amendments to stock plans, and executive compensation.

• The Board recommends voting FOR all proposals and nominees.

• Proxy materials are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class III directors for terms expiring after December 31, 2027.

• Proposal 2: Ratification of BPM LLP as independent auditor for fiscal year 2025.

• Proposal 3: Approval of the Tenth Amended and Restated 2011 Stock Incentive Plan, increasing share reserve by 800,000 and updating plan provisions.

• Proposal 4: Approval of the Second Amended and Restated 2021 Employee Stock Purchase Plan, increasing share reserve by 200,000 and adding a non-Section 423 component.

• Proposal 5: Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of eight directors divided into three staggered classes.

• Six of eight directors are independent; over 62% board refreshment since 2018.

• Lead Independent Director role is held by Joseph Bronson; chair position is vacant.

• All committee chairs and members are independent; annual evaluations and diversity policy in place.

• Proxy access rights and stockholder engagement practices are established.