PDF SOLUTIONS INC

For the period ended Jun 17, 2025. Filed Apr 29, 2025.

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 17, 2025 · Filed Apr 29, 2025

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

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Contents

Proxy Statement

For the 2025 Annual Meeting of Stockholders

PDF SOLUTIONS, INC.

2858 De La Cruz Boulevard

Santa Clara, California 95050

To Be Held on June 17, 2025, 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 III members of the Board of Directors to hold office until the first annual meeting of stockholders that is held after December 31, 2027, 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, 2025.

(3)	To approve our Tenth Amended and Restated 2011 Stock Incentive Plan.

(4)	To approve our Second Amended and Restated 2021 Employee Stock Purchase Plan.

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

(6)	To take action on any other business as may properly come before the 2025 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, and 5.

On or about May 8, 2025, we will mail our stockholders as of the Record Date, a Notice of Internet Availability of Proxy Materials.

Important Notice of Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 17, 2025:Our Proxy Statement and 2024 Annual Report 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.