PDF SOLUTIONS INC

For the period ended Jun 18, 2024. Filed Apr 29, 2024.

About this filing

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 18, 2024 · Filed Apr 29, 2024

PDFS$37.61+9.0%Stored close · as of Nov 6, 2026

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Contents

Proxy Statement

For the 2024 Annual Meeting of Stockholders

PDF SOLUTIONS, INC.

2858 De La Cruz Boulevard

Santa Clara, California 95050

To Be Held on June 18, 2024, at 10:00 a.m. PDT

Proposals to be Voted on at the Annual Meeting

You are being asked to vote on the following:

(1)	To elect three Class II members of the Board of Directors to hold office until the first annual meeting of stockholders that is held after December 31, 2026, or until such director’s respective successor is duly elected and qualified.

(2)	To ratify the appointment of BPM LLP as our independent registered public accounting firm for the year ending December 31, 2024.

(3)	To approve an amendment to our amended and restated certificate of incorporation to include an officer exculpation provision.

(4)	To approve our Ninth Amended and Restated 2011 Stock Incentive Plan.

(5)	To approve our First Amended and Restated 2021 Employee Stock Purchase Plan.

(6)	To approve, by a non-binding advisory vote, the compensation of our named executive officers disclosed in this Proxy Statement.

(7)	To take action on any other business as may properly come before the 2024 Annual Meeting or any adjournments or postponements thereof.

The Board recommends a voteFOR each of the director nominees listed in Proposal 1 andFOR Proposals 2, 3, 4, 5, and 6.

Important Notice of Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 18, 2024:Our proxy materials, including our Proxy Statement, 2023 Annual Report, and proxy card, are available on the Internet and may be viewed and printed, free of charge, at https://www.pdf.com/proxy-materials.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.