Form 8-K PDF SOLUTIONS INC For: Jun 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2022, at the 2022 Annual Meeting of the Stockholders of PDF Solutions, Inc. (the “Company”), the stockholders of the Company approved the Seventh Amended and Restated 2011 Stock Incentive Plan (the “Seventh Amended 2011 Plan”), effective as of such date, to increase the number of shares reserved for issuance under the Seventh Amended 2011 Plan by 1,250,000 shares and to extend the term of the plan by 10 years from the date of stockholder approval. A description of the material terms of the Seventh Amended 2011 Plan is set forth under the heading “Proposal No. 3: Approval of the Seventh Amended and Restated 2011 Stock Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2022 (the “Proxy Statement”), which description is hereby incorporated by reference. The foregoing summary is qualified in its entirety by reference to the full text of the Seventh Amended 2011 Plan, a copy of which is filed as Appendix A to the Company’s Proxy Statement and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 14, 2022, at the 2022 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, and 4.
The final results for the votes regarding each proposal are set forth below. The proposals are described in detail in the Company’s Proxy Statement, April 27, 2022.
Proposal No. 1 Election of Class III Directors:
NOMINEES FOR CLASS III | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
Nancy Erba | 30,986,793 | 216,779 | 26,017 | 4,668,604 |
Michael B. Gustafson | 27,605,619 | 3,571,612 | 52,358 | 4,668,604 |
John K. Kibarian | 31,063,634 | 164,406 | 1,549 | 4,668,604 |
Proposal No. 2 Ratification of the appointment of BPM LLP as the Independent Registered Public Accounting Firm for the Company for the year ending December 31, 2022:
FOR | AGAINST | ABSTAIN |
35,860,054 | 4,837 | 33,302 |
Proposal No. 3 Approval of the Company’s Seventh Amended and Restated 2011 Stock Incentive Plan:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
24,957,947 | 5,772,621 | 499,021 | 4,668,604 |
Proposal No. 4 Approval, by non-binding vote, of the 2021 compensation awarded to Named Executive Officers:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
31,157,427 | 46,519 | 25,643 | 4,668,604 |
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.
PDF SOLUTIONS, INC. | ||
By: | /s/ Adnan Raza | |
Adnan Raza | ||
EVP, Finance, and Chief Financial Officer |
Dated: June 16, 2022
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