pdf_8k-111611.htm
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): November 16, 2011

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:

£
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))
 
 
 
 
 
TABLE OF CONTENTS

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

On November 16, 2011 at the 2011 Annual Meeting of Stockholders of PDF Solutions, Inc. (the “Company”), the stockholders of the Company elected each of the director nominees and approved each of the  proposals noted below. 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 October 7, 2011. 

 
Proposal No. 1        Election of Class I Directors:

NOMINEE FOR CLASS
 I DIRECTOR
 
FOR
 
WITHHELD
BROKER
NON-VOTES
Thomas Caulfield
15,409,535
2,962,593
7,667,902
R. Stephen Heinrichs
15,394,630
2,977,498
7,667,902
Albert Y.C. Yu
16,739,155
1,632,973
7,667,902
 
 
 
Proposal No.  2          Ratification of the appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for the Company:
 
FOR
AGAINST
ABSTAIN
25,641,283
218,186
180,561
 
 
 
Proposal No. 3  Approval of  the 2011 Stock Incentive Plan:
 
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
17,629,857  731,823  10,448  7,667,902
 
                                                                                                                              
 
Proposal  No. 4   Approval, by non-binding vote, of the 2010 compensation awarded to Named Executive  Officers:
 
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
18,012,003
175,508
184,617
7,667,902
 
 
 
Proposal  No. 5 Approval, by non-binding vote, of the frequency of future advisory vote on Named Executive  Officer Compensation:
 
1 YEAR
2 YEARS
3 YEARS
ABSTAIN
BROKER
NON-VOTES
14,722,006
200,566
3,413,882
35,674
        7,667,902
 
 
The stockholders of the Company approved 1 Year frequency of future advisory vote on Named Executive Officer Compensation.

 
 
 
 
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.
  
  (Registrant)  
       
 
By:
/s/ Gregory Walker  
    Gregory Walker  
    Chief Financial Officer and Vice President, Finance  
       
       
Dated:  November 16, 2011