UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):

September 26, 2019

 

Cohu, Inc.

 

 

 

 

 

 

 

 

 

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-04298

 

95-1934119

 

 

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

 

 

of incorporation)

 

File Number)

 

Identification No.)

 

 

   

 

  

 

  

 

 

12367 Crosthwaite Circle, Poway, California

 

  

 

92064

 

 

(Address of principal executive offices)

 

  

 

(Zip Code)

 

 

Registrant’s telephone number, including area code:

  858-848-8100

 

Not Applicable

 

 

 

 

 

 

 

 

Former name or former address, if changed since last report

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

COHU

The NASDAQ Stock Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

 

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) Appointment of New Director

 

On September 26, 2019, the Board of Directors (the “Board”) of Cohu, Inc. (“Cohu”) increased the size of the Board from eight to nine directors and filled the newly created vacancy on the Board by appointing Nina Richardson to join the Board as a Class 1 director whose term will expire at Cohu’s 2020 annual meeting of stockholders. Ms. Richardson has also been appointed to the Audit Committee. Such increase and appointments are effective as of October 1, 2019. There is no arrangement or understanding between Ms. Richardson and Cohu or any other person pursuant to which she was selected as a director.

 

Ms. Richardson will be compensated in accordance with the director compensation program as described in Cohu’s definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2019. For the pro-rated period from appointment to the next scheduled director annual equity grant, Ms. Richardson will receive Restricted Stock Units with a total value of $75,338.

 

Ms. Richardson has signed Cohu’s standard form of indemnification agreement for directors, which is attached as Exhibit 10.1 to Cohu’s Form 8-K filed with the SEC on December 13, 2018.

 

A copy of Cohu’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. - 99.1

 

Description - Cohu Appoints Nina Richardson to its Board of Directors, dated September 30, 2019

 

 

 

 

 
 

 

 

Index of Exhibits

 

     

EXHIBIT
NO.

  

DESCRIPTION

   
     
     
     
     
     

99.1

 

Cohu Appoints Nina Richardson to its Board of Directors, dated September 30, 2019

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  

Cohu, Inc.

   

  

  

September 30, 2019 

 

By: /s/ Thomas D. Kampfer

  

  

Name: Thomas D. Kampfer

  

  

Title: VP Corporate Development, General Counsel and Secretary

 

 

 

 

 

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