Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As discussed in greater detail below, Cohu, Inc. ("Cohu") held its 2022 Annual Meeting of Stockholders on May 4, 2022 (the "Annual Meeting"). At the Annual Meeting, Cohu's stockholders approved an amendment to Cohu's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 60,000,000 to 90,000,000 shares. The amendment is discussed in greater detail in the definitive Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 25, 2022. Accordingly, on May 5, 2022, Cohu filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation implementing the approved changes (the "Restated Certificate"), and the Restated Certificate was effective as of that date. This description of the Restated Certificate is qualified in its entirety by reference to the Restated Certificate filed herewith as Exhibit 3.1.

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

The 2022 Annual Meeting of Cohu, Inc. ("Cohu") was held on May 4, 2022. At the Annual Meeting, Cohu's stockholders cast their votes on four proposals, as set forth below. Cohu had 48,563,962 shares outstanding on the March 14, 2022 record date and 43,935,208 (90%) were represented at the Annual Meeting.

Proposal 1. Election of Directors.

Steven J. Bilodeau was elected as a Class 3 director of Cohu. The results were as follows:

Votes For 38,668,249; Votes Against - 1,494,582; Abstentions - 66,379; Broker Non-Votes - 3,705,998

James A. Donahue was elected as a Class 3 director of Cohu. The results were as follows:

Votes For - 36,222,496; Votes Against - 3,940,789; Abstentions - 65,925; Broker Non-Votes - 3,705,998

The remaining directors whose terms continue until 2023 are William E. Bendush and Nina L. Richardson, and until 2024 are Andrew M. Caggia, Yon Y. Jorden and Luis A. Müller.

Proposal 2. The advisory vote on executive compensation of Named Executive Officers, as disclosed in the Proxy Statement, was approved. The results were as follows:

Votes For - 39,962,071; Votes Against - 172,894; Abstentions - 94,245; Broker Non-Votes - 3,705,998

Proposal 3. The amendment to our Amended and Restated Certificate of Incorporation increasing the number of authorized shares of common stock from 60,000,000 to 90,000,000 shares was approved. The results were as follows:

Votes For - 43,403,301; Votes Against - 461,919; Abstentions - 69,988; Broker Non-Votes - 0

Proposal 4. The ratification of the appointment of Ernst & Young LLP as Cohu's independent registered public accounting firm for fiscal year 2022 was approved. The results were as follows:

Votes For - 41,498,707; Votes Against - 2,395,331; Abstentions - 41,170; Broker Non-Votes - 0

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



 Exhibit
 Number                                 Description

3.1           Amended and Restated Certificate of Incorporation, dated May 4,
            2022
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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