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 18, 2010

 

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 700
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:

 

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

 

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

 

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

 

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

 

 

 


 

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

 

PDF Solutions, Inc. held its Annual Meeting of Stockholders on May 18, 2010.  The total number of shares of the Company’s common stock voted in person or by proxy at the Meeting was 25,802,237.  The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each matter is set out below.

 

Proposal 1        Election of Class III Director

 

The Stockholders elected a director nominee at the Meeting to serve as Class III director until the Annual Meeting of Stockholders in 2013.  The voting results were as follows:

 

Nominee

 

Votes Cast
For

 

Votes Cast
Withheld

 

Votes
Abstain

 

Broker
Non-Votes

 

John K. Kibarian

 

10,909,048

 

9,279,854

 

—

 

5,613,335

 

 

Proposal 2        Ratification of Selection of Independent Registered Public Accounting Firm

 

The Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting firm for the fiscal year ending December 30, 2010.  The voting results were as follows:

 

Nominee

 

Votes Cast
For

 

Votes Cast
Against

 

Votes
Abstain

 

Broker
Non-Votes

 

PricewaterhouseCoopers LLP

 

24,985,376

 

816,860

 

1

 

—

 

 

Proposal 3        Approval of the Amended and Restated 2001 Stock Plan to extend it through May 17, 2020.

 

Name of the Plan

 

Votes Cast
For

 

Votes Cast
Against

 

Votes
Abstain

 

Broker
Non-Votes

 

2001 Stock Plan

 

6,949,289

 

13,235,512

 

4,101

 

5,613,335

 

 

Proposal 4        Approval of the Amended and Restated 2001 Employee Stock Purchase Plan to extend it through May 17, 2020.

 

Name of the Plan

 

Votes Cast
For

 

Votes Cast
Against

 

Votes
Abstain

 

Broker
Non-Votes

 

2001 Employee Stock Purchase Plan

 

15,202,084

 

4,982,717

 

4,101

 

5,613,335

 

 

2


 

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

 

 

Date: May 19, 2010

By:

/s/ JOY E. LEO

 

Name:

Joy E. Leo

 

Title:

EVP, Chief Administration Officer and Acting CFO

 

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