PDF SOLUTIONS INC
For the period ended Jun 16, 2026. Filed Apr 29, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 16, 2026 · Filed Apr 29, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(A) of the
Securities Exchange Act of 1934
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule § 240.14a‑12 |
PDF SOLUTIONS, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing proxy statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☑ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a‑6(i)(1) and 0-11. |
2026 Notice of Annual Meeting of Stockholders
| Meeting Date and Time | Meeting Location | Record Date |
|---|---|---|
| Tuesday, June 16, 2026 10:00 a.m. PDT | PDF Solutions, Inc. Corporate Headquarters 2858 De La Cruz Boulevard, Santa Clara, California 95050 | You are entitled to vote only if you were a stockholder as of the close of business on April 17, 2026 (the “Record Date”). |
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of PDF Solutions, Inc. (the “Company,” or “PDF Solutions,” or “we,” or “us”) will be held on Tuesday, June 16, 2026, at 10:00 a.m. PDT at the Company’s corporate headquarters, located at 2858 De La Cruz Boulevard, Santa Clara, California 95050.
The items of business at the Annual Meeting are:
| Proposal | Board Recommendation | Additional Detail (Page #) |
|---|---|---|
| 1. The election of two Class I members of the Board of Directors to hold office until the first annual meeting of stockholders that is held after December 31, 2028, or until such director’s respective successor is duly elected and qualified. | FOR each of the nominees | 2 |
| 2. The ratification of the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. | FOR | 23 |
| 3. The approval of our Eleventh Amended and Restated 2011 Stock Incentive Plan. | FOR | 25 |
| 4. The approval of our Third Amended and Restated 2021 Employee Stock Purchase Plan. | FOR | 39 |
| 5. The approval, by a non-binding advisory vote, of the compensation of our named executive officers disclosed in this Proxy Statement. | FOR | 47 |
Stockholders may also consider such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
PDF Solutions, Inc. | 2026 Notice of Annual Meeting & Proxy Statement | Page i
2026 Notice of Annual Meeting of Stockholders
Other Important Information
You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If you are not a stockholder of record but hold shares through a broker, bank, trustee, or nominee (i.e. in street name), you should provide proof of beneficial ownership as of the Record Date, such as your most recent account statement prior to the Record Date, a copy of the voting instruction card provided by your broker, bank, trustee, or nominee, or similar evidence of ownership.
Your Vote is Very Important
Whether or not you expect to attend the Annual Meeting in person, please vote your shares as soon as possible. You may vote over the Internet, in person at the annual meeting, by using the toll-free telephone number on your proxy card or voting instruction materials (if you are in Canada, Puerto Rico, or the United States), or by mailing a proxy card or voting instruction card.
On or about April 30, 2026, we will mail our stockholders as of the Record Date, a Notice of Internet Availability of Proxy Materials.
Please review the instructions on the Notice of Internet Availability of Proxy Materials or on your proxy card or voting instruction materials regarding your voting options.
Our proxy statement and annual report to stockholders for the year ended December 31, 2025, are available athttps://www.pdf.com/proxy-materials.
On behalf of our Board of Directors, thank you for your participation in this important annual process.
By Order of the Board of Directors,
/s/Rochelle Livingston
ROCHELLE LIVINGSTON
Secretary and General Counsel
Santa Clara, California
April 29, 2026
PDF Solutions, Inc. | 2026 Notice of Annual Meeting & Proxy Statement | Page ii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.