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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

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Date of Report (Date of Earliest Event Reported): June 13, 2023

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PDF SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

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000-31311

(Commission File Number)

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2858 De La Cruz Boulevard

Santa Clara, CA 95050

(Address of principal executive offices, with zip code)

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(408) 280-7900

(Registrant’s telephone number, including area code)

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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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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.

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Emerging growth company ☐

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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. ☐

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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.

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On June 13, 2023, at the 2023 Annual Meeting of the Stockholders of PDF Solutions, Inc. (the “Company”), the stockholders of the Company approved the Eighth Amended and Restated 2011 Stock Incentive Plan (the “Eighth Amended 2011 Plan”), effective as of such date, to increase the number of shares reserved for issuance under the Eighth Amended 2011 Plan by 1,000,000 shares and to extend the term of the plan by 10 years from the date of stockholder approval. The Eighth Amended 2011 Plan was also amended and restated to provide for a more standard definition of change in control and to provide that any shares which are withheld to pay taxes shall not be available for reissuance under the plan. A description of the material terms of the Eighth Amended 2011 Plan is set forth under the heading “Proposal No. 3: Approval of the Eighth Amended and Restated 2011 Stock Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2023 (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 Eighth Amended 2011 Plan, a copy of which is filed as Appendix A to the Company’s Proxy Statement and incorporated by reference herein.

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Item 5.07. Submission of Matters to a Vote of Security Holders.

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On June 13, 2023, at the 2023 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, and 4, and advised to continue to hold an advisory vote on Named Executive Officers Compensation every year.

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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.

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Proposal No. 1 Election of Class I Directors:

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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, 2023:

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Proposal No. 3 Approval of the Company’s Eighth Amended and Restated 2011 Stock Incentive Plan:

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Proposal No. 4 Approval, by non-binding advisory vote, of the 2022 compensation awarded to Named Executive Officers:

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Proposal No. 5 Approval, by non-binding advisory vote, of the frequency of future advisory votes on Named Executive Officers compensation:

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Consistent with the recommendations of our stockholders, the Company has determined to hold a say-on-pay vote each year.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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† Management contract or compensatory plan arrangement.

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SIGNATURES

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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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Dated: June 15, 2023

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