COHU INC — Board/Management Information 2020

Mar 19, 2020

8-K 1 cohu20200318b_8k.htm FORM 8-K cohu20200318b_8k.htm Generated by ThunderDome Portal - 3/19/2020 3:24:14 AM

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): March 17, 2020

Cohu, Inc.

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(Exact name of registrant as specified in its charter)

Delaware	001-04298	95-1934119
___ (State or other jurisdiction	_______ (Commission	__ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
12367 Crosthwaite Circle, Poway, California		92064
_________ (Address of principal executive offices)		_____ (Zip Code)

Registrant’s telephone number, including area code: 858-848-8100

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $1.00 par value	COHU	The NASDAQ Stock Market LLC

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

(e) Compensatory Arrangements of Certain Officers

On March 17, 2020, Cohu, Inc. (“Cohu”), through one of its subsidiaries, entered into a third amendment to Mr. Pascal Rondé’s Employment Agreement (the “Amendment”). Mr. Rondé currently serves as Cohu’s Senior Vice President Global Customer Group. Cohu previously entered into a October 2, 2018 amendment whereby Mr. Rondé was offered certain retention incentives through November 30, 2020, provided that he has then met certain management performance objectives. The Amendment clarifies that any restricted stock unit grants made on or after March 16, 2020 would not be eligible for any potential accelerated vesting as set forth in the previous October 2, 2018 amendment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The Exhibit listed below is being filed with this Current Report on Form 8-K.

(d) Exhibits

Index of Exhibits

EXHIBIT NO.	DESCRIPTION
10.1	Amendment No. 3 to Pascal Rondé’s Employment Agreement, Dated March 17, 2020

SIGNATURE

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: March 19, 2020
By:
/s/ Jeffrey D. Jones
Name:	Jeffrey D. Jones
Title:	VP Finance and Chief Financial Officer