Cohu, Inc. filed a preliminary proxy statement on October 28, 2026, calling a Special Meeting of Stockholders for December 15, 2026, to ratify a series of prior corporate actions that were taken at annual meetings where record dates exceeded the 50-day bylaw limit.

Key Highlights

  • Special Meeting date: Tuesday, December 15, 2026, at 2:30 p.m. Eastern Standard Time, conducted solely by remote communication.
  • Record date: Close of business on October 28, 2026, determines which stockholders are entitled to vote.
  • Six proposal categories: Ratifications cover an officer-liability limitation charter amendment, an authorized-share increase from 90,000,000 to 150,000,000, a 2026 Equity Incentive Plan, an amended 1997 Employee Stock Purchase Plan, nine prior director elections, and a possible adjournment.
  • Nine director elections subject to ratification: Prior elections of Andrew M. Caggia, Yon Y. Jorden, Luis A. Müller, Steven J. Bilodeau, James A. Donahue, Andreas W. Mattes, William E. Bendush, Karen M. Rapp, and Nina L. Richardson spanning 2024 through 2026.
  • Root cause disclosed: According to the filing, record dates for the 2024, 2025, and 2026 annual meetings were set more than 50 days before those meetings, which the company's bylaws limited to 50 days, creating uncertainty about the validity of actions taken at those meetings.
  • 120-day challenge window: The filing states that any claim that a ratified defective corporate act is void or voidable must be brought within 120 days from the applicable validation effective time.
  • Board recommendation: The Board recommends a vote FOR all proposals, including each of Proposals 5(a) through 5(i) individually.

Cohu Seeks Stockholder Ratification of Prior Actions Under Delaware Law Section 204

Cohu, Inc., a semiconductor test equipment company listed on NASDAQ:COHU and headquartered in San Diego, California, disclosed in its preliminary proxy statement that record dates for its 2024, 2025, and 2026 annual meetings were set more than 50 days prior to those meetings, contrary to the company's bylaw limit of 50 days. According to the filing, this timing discrepancy created uncertainty about the legal validity of the specific corporate actions approved at those meetings, and the company is now invoking Section 204 of the Delaware General Corporation Law to address that uncertainty through stockholder ratification.

The filing identifies four categories of prior actions requiring ratification. The first is an amendment to Article Nineteenth of the certificate of incorporation limiting officer liability, approved by stockholders and filed on June 5, 2024. The second is an amendment to Article Fourth increasing authorized common shares from 90,000,000 to 150,000,000, approved and filed on May 15, 2026. The third and fourth are the adoption of the Cohu, Inc. 2026 Equity Incentive Plan and the Amended and Restated 1997 Employee Stock Purchase Plan, both of which received stockholder approval on May 15, 2026.

Separately, each of nine prior director elections is presented as an independently votable ratification item. The historical election dates span June 5, 2024, May 16, 2025, and May 15, 2026, covering Class 1, 2, and 3 directors. The filing emphasizes that these ratifications do not elect directors to new terms or extend the scheduled endpoints of their existing class terms. Three of the nine directors, Andrew M. Caggia, James A. Donahue, and William E. Bendush, were subject to the company's retirement policy, which permits a non-executive director to stand for re-election for a maximum of one term after reaching age 75, and the filing states that the required board determinations were made for each of those elections. The proxy statement and form of proxy are expected to be first sent to stockholders on or about November 9, 2026.

What Was Disclosed

Cohu filed a preliminary proxy statement calling a December 15, 2026, Special Meeting at which stockholders will vote on six proposal categories, each ratifying prior corporate actions under Section 204 of the Delaware General Corporation Law to cure a bylaw-related record date timing issue.