Date of Report (Date of Earliest Event Reported):
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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The
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•
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Revise certain provisions relating to stockholder meetings by means of remote communication, adjournment procedures and lists of stockholders entitled to vote at stockholder meetings;
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•
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Revise the procedures and disclosure requirements set forth in the advance notice bylaw provisions, including requiring additional information, representations and disclosures from proposing stockholders, proposed nominees and other persons related to a stockholder’s solicitation of proxies;
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•
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Address matters relating to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), including (i) providing that stockholders delivering a notice of nomination certify to Cohu in writing that they have complied with the Universal Proxy Rules requirements, (ii) providing Cohu a remedy if a stockholder fails to satisfy the Universal Proxy Rules requirements, (iii) requiring that a stockholder providing notice pursuant to the advance notice bylaws to later update or supplement its notice, by certain specified dates, such that the notice remains true and correct in all material respects, and (iv) requiring stockholders intending to use the Universal Proxy Rules to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five business days before the meeting;
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•
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Require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and
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•
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Incorporate certain ministerial, clarifying, and conforming changes to provide clarification and consistency.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number |
Description
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3.1 | Amended and Restated Bylaws, dated May 10, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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Cohu, Inc.
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May 12, 2023
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By:
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/s/ Jeffrey D. Jones
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Name: Jeffrey D. Jones
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Title: Senior VP Finance and Chief Financial Officer
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