Washington, D.C. 20549






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


Date of Report (Date of Earliest Event Reported):

December 18, 2018


Cohu, Inc.



(Exact name of registrant as specified in its charter)








(State or other jurisdiction




(I.R.S. Employer

of incorporation)


File Number)


Identification No.)






12367 Crosthwaite Circle, Poway,






(Address of principal executive offices)




(Zip Code)


Registrant’s telephone number, including area code:



Not Applicable


Former name or former address, if changed since last report


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.☐





Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(d) Appointment of New Director


On December 18, 2018, the Board of Directors (the “Board”) of Cohu, Inc. (“Cohu”) increased the size of the Board from eight to nine directors and filled the newly created vacancy on the Board by appointing Ritu Favre to join the Board as a Class 1 director whose term will expire at Cohu’s 2020 annual meeting of stockholders. Ms. Favre was also appointed to the Compensation Committee. Such increase and appointment are effective as of January 2, 2019. There is no arrangement or understanding between Ms. Favre and Cohu or any other person pursuant to which she was selected as a director.


Ms. Favre will be compensated in accordance with the director compensation program as described in Cohu’s definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2018, the description of which is incorporated herein by reference; provided, that for 2019 the Board has increased the annual cash retainer to $60,000, paid in quarterly installments, and increased the total value of the director annual restricted stock unit (“RSU”) grant to $125,000. For the pro-rated period from appointment to the next scheduled director annual equity grant, Ms. Favre will receive RSUs with a total value of $43,151.


Ms. Favre was provided, and is expected to sign, Cohu’s standard form of indemnification agreement for directors, which is attached as Exhibit 10.1 to Cohu’s Form 8-K filed with the SEC on December 13, 2018.


A copy of the Company’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


Exhibit No. - 99.1


Description - Cohu Appoints Ritu Favre to its Board of Directors, dated December 19, 2018





Index of Exhibits








Cohu Appoints Ritu Favre to its Board of Directors, dated December 19, 2018







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.


Date: December 19, 2018

Cohu, Inc.




/s/ Thomas D. Kampfer



Thomas D. Kampfer



Vice President, Corporate Development, General Counsel and Secretary