Table of Contents

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): June 23, 2020

PDF SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

000-31311

(Commission File Number)

2858 De La Cruz Boulevard

Santa Clara, CA 95050

(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:

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

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

On June 23, 2020, at the 2020 Annual Meeting of the Stockholders of PDF Solutions, Inc. (the “Company”), the stockholders of the Company approved the Sixth Amended and Restated 2011 Stock Incentive Plan (the “Sixth Amended 2011 Plan”), effective as of such date, which, among other changes, increased the number of shares reserved for issuance under the Sixth Amended 2011 Plan by 1,250,000 shares. A description of the material terms of the Sixth Amended 2011 Plan is set forth under the heading “Proposal 3 – Approval of the Sixth Amended and Restated 2011 Stock Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 8, 2020 (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 Sixth Amended 2011 Plan, a copy of which is filed as Appendix A to the Company’s Proxy Statement and incorporated by reference herein.

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

On June 23, 2020, at the 2020 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, 5, and 6.

Proposal 4 regarding the Company’s 2020 Employee Stock Purchase Plan was not approved.

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 May 8, 2020.

Proposal No. 1 Election of Class I Directors:

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, 2020:

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

Proposal No. 4 Approval of the Company’s 2020 Employee Stock Purchase Plan:

Proposal No. 5 Ratification of an amendment to the Company’s Bylaws to designate Delaware as the exclusive forum for certain legal actions:

Proposal No. 6 Approval, by non-binding vote, of the 2019 compensation awarded to Named Executive Officers:

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.20.      PDF Solutions, Inc.’s Sixth Amended and Restated 2011 Stock Incentive Plan, filed as Appendix A to the Company’s Proxy Statement filed on May 8, 2020, and incorporated herein by reference.†

† Management contract or compensatory plan arrangement. 

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.

Dated: June 29, 2020