COHU INC

Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 2, 2026. Accordingly, on May 15, 2026, 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.

Amended and Restated Bylaws

On May 15, 2026, the Board of Directors (the “Board”) approved Cohu’s Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”), effective as of such date. Consistent with market practice among Delaware corporations to seek resolution of certain corporate claims in the Court of Chancery of the State of Delaware (the “Court of Chancery”), the Amended Bylaws include an exclusive forum provision that designates the Court of Chancery as the exclusive forum for certain actions, including, but not limited to, derivative actions, fiduciary duty claims, claims arising under the Delaware General Corporation Law, the Company’s certificate of incorporation or bylaws, and other internal corporate claims, as defined under Delaware law (the “Provision”). The Provision includes customary jurisdictional fallbacks to other Delaware courts where the Court of Chancery lacks jurisdiction, and provides for stockholder consent to personal jurisdiction in Delaware to enforce the Provision. In addition, the Provision specifies that, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for claims arising under the Securities Act of 1933, as amended. The Provision is intended to promote consistency and predictability in the application of Delaware law, reduce the risk of duplicative litigation in multiple forums, and enhance judicial efficiency.

The foregoing summary description of the Amended Bylaws is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

At the Annual Meeting, the Company’s stockholders cast their votes on six proposals, as set forth below. The Company had 47,166,278 shares outstanding on March 23, 2026, the record date, and 42,490,768 (90.1%) were represented at the Annual Meeting.

Proposal 1.

The nominees for election as Class 1 directors to serve until the 2029 Annual Meeting of Stockholders, were elected based upon the following votes:

The remaining directors whose terms continue until 2027 are Andrew M. Caggia, Yon Y. Jorden and Luis A. Müller, and until 2028 are Steven J. Bilodeau, James A. Donahue and Andreas W. Mattes.

Proposal 2.

The