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): June 21, 2021
(Exact name of registrant as specified in its charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, with zip code)
(408 ) 280-7900
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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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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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. ☐
TABLE OF CONTENTS
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Item 5.02.
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Item 5.07.
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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 15, 2021, at the 2021 Annual Meeting of the Stockholders of PDF Solutions, Inc. (the “Company”), the stockholders of the Company approved the Company’s 2021 Employee Stock Purchase Plan (the “2021 Purchase Plan”), effective as of such date 1,000,000 shares are reserved for issuance under the 2021 Purchase Plan. A description of the material terms of the 2021 Purchase Plan is set forth under the heading “Proposal 3 – Approval of the Company’s 2021 Employee Stock Purchase Plan in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2021 (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 2021 Purchase 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 15, 2021, at the 2021 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, and 4. Prior to the meeting, Gerald Z. Yin, Ph.D., notified the Company that he withdrew his nomination for re-election to the Board of Directors.
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, dated April 28, 2021.
Proposal No. 1 Election of Class II Directors:
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NOMINEES FOR
CLASS II
DIRECTORS
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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Kimon Michaels
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30,991,821
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842,895
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16,360
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3,837,341
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Shuo Zhang
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31,349,999
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451,887
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49,190
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3,837,341
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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, 2021:
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FOR
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AGAINST
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ABSTAIN
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35,646,221
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15,930
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26,266
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Proposal No. 3 Approval of the Company’s 2021 Employee Stock Purchase Plan:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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31,725,985
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112,181
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12,910
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3,837,341
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Proposal No. 4 Approval, by non-binding vote, of the 2020 compensation awarded to Named Executive Officers:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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31,658,776
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155,964
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36,336
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3,837,341
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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10.1
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PDF Solutions, Inc. 2021 Employee Stock Purchase Plan, filed as Appendix A to the Company’s Proxy Statement filed on April 28, 2021, and incorporated herein by reference.†
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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† Management contract or compensatory plan arrangement.
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.
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PDF SOLUTIONS, INC.
(Registrant)
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By:
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/s/ Adnan Raza
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Adnan Raza
EVP, Finance, and Chief Financial Officer
(principal financial and accounting officer)
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Dated: June 21, 2021