pdfs20180530_8k.htm

 

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): May 29, 2018

 

PDF SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

000-31311

(Commission File Number)

 

Delaware

25-1701361

(State or Other Jurisdiction of Incorporation)

(I.R.S. Employer Identification No.)

 

333 West San Carlos Street, Suite 1000

San Jose, CA 95110

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

 

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

 

SIGNATURES

 

 

 

 

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

 

On May 29, 2018 at the 2018 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2 and 3. 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 27, 2018.

 

Proposal No. 1 Election of Class II Directors:

 

NOMINEES FOR

CLASS II DIRECTORS

 

FOR

 

WITHHELD

BROKER

NON-VOTES

Kimon W. Michaels

22,301,607

1,098,171

5,891,266

Gerald Z. Yin

23,332,558

67,220

5,891,266

 

Proposal No. 2 Ratification of the appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for the Company or the fiscal year ending December 31, 2018:

 

FOR

AGAINST

ABSTAIN

29,193,430

94,576

3,038

 

Proposal No. 3 Approval, by non-binding vote, of the 2017 compensation awarded to Named Executive Officers:

 

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

23,346,693

47,754

5,331

5,891,266

 

 

 

 

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.

 

 

 

 

PDF SOLUTIONS, INC.

 
 

(Registrant)

 
       
 

By:

/s/ Gregory C. Walker

 
   

Gregory C. Walker

 
   

Vice President, Finance and Chief Financial Officer

 
       
       

Dated: May 30, 2018