COHU INC (COHU)
Sector: Information Technology
2026 Annual Meeting Analysis
COHU INC · Meeting: May 15, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class 1 Directors
Long-tenured director (since 2011) with deep semiconductor and financial expertise; COHU's 3-year return of +44.2% is below the peer median by 57.8 percentage points, but this falls just under the 65-point threshold required to trigger a vote against given COHU's strong-positive absolute TSR, so no TSR trigger fires; no overboarding, attendance, or independence concerns.
Director since 2024, which is within the 24-month exemption window, so the TSR trigger does not apply; brings strong CFO and semiconductor industry experience; holds two other public board seats (Microchip Technology and Plexus Corp.), which is within the four-board limit; no other policy concerns.
Director since 2019 with relevant operations and electronics manufacturing experience; COHU's 3-year TSR gap versus peers is 57.8 percentage points, which falls just under the 65-point threshold for strong-positive absolute TSR companies, so no TSR trigger fires; holds two other public board seats (Resideo Technologies and Silicon Laboratories), within the four-board limit; no attendance or independence concerns.
All three Class 1 nominees pass policy screens. COHU's 3-year TSR of +44.2% trails the peer median by 57.8 percentage points, which is close to but does not breach the 65-point threshold applicable when absolute 3-year TSR exceeds +20%. Karen Rapp joined in 2024 and is exempt from the TSR trigger entirely. No overboarding, attendance, or independence issues were identified for any nominee.
Say on Pay
✓ FORCEO
Luis A. Müller
Total Comp
$4,498,059
Prior Support
98.1%%
CEO total compensation of $4,498,059 is reasonable for a technology/semiconductor equipment company of COHU's size (~$2.6B market cap) and does not appear to breach benchmark thresholds. The pay structure is strongly performance-oriented: 89% of the CEO's target compensation is variable and at-risk, with 60% of equity awards tied to relative total shareholder return versus the Russell 2000 Index over a three-year period and only 11% fixed base salary, well within the 40% fixed-pay ceiling. The 2023 performance stock awards paid out at 0% due to COHU's underperformance versus the index, and the 2025 cash bonus paid only 31.8% of target, demonstrating that the incentive structure genuinely adjusts pay downward when results disappoint — a clear sign of pay-for-performance alignment. Prior say-on-pay support was 98.1%, well above the 70% threshold, and there are no clawback or structural concerns.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for COHU's size and complexity; auditor tenure is not disclosed in the filing text provided, so per policy the tenure trigger does not fire; no fee data was included in the provided filing text so the non-audit fee ratio cannot be computed, but absent confirmed data the default is FOR; no evidence of material financial restatements attributable to audit failure was identified.
Actual Vote Results
8-K filed May 15, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Karen M. Rapp | 97.0% | 38.6M | 1.2M | ✓ Elected |
| Nina L. Richardson | 96.5% | 38.4M | 1.4M | ✓ Elected |
| William E. Bendush | 90.9% | 36.1M | 3.6M | ✓ Elected |
Broker non-votes: 2.7M
Say on Pay
For 38.9M · Against 608,981 · Abstain 316,440
Auditor Ratification
For 40.4M · Against 1.7M · Abstain 381,518
Other Proposals
Proposal 3
Amendment to Certificate of Incorporation to Increase Authorized Common Stock Shares from 90,000,000 to 150,000,000
Proposal 4
Approval of Cohu, Inc., 2026 Equity Incentive Plan
Proposal 5
Approval of Amended and Restated Cohu, Inc., 1997 Employee Stock Purchase Plan
Overall Assessment
COHU's 2026 annual meeting ballot is largely routine and governance-friendly: all three Class 1 director nominees pass policy screens, the CEO pay program is genuinely performance-linked with variable pay that paid out at well below target in 2025, and Ernst & Young is an appropriate Big 4 auditor. The main items requiring additional shareholder judgment are the new 2026 Equity Incentive Plan and the authorized share increase, the latter of which appears to be a straightforward housekeeping measure driven by reserve requirements for convertible notes and the new equity plan.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing