pdfs_8k-080312.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): August 3, 2012

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 1000
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
 
SIGNATURES

 
 
 

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

On August 3, 2012 at the 2012 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 June 26, 2012. 

 
Proposal No. 1        Election of Class II Directors:

NOMINEE FOR CLASS
 I DIRECTOR
 
FOR
 
WITHHELD
BROKER
NON-VOTES
Lucio Lanza
15,687,341
367,666
10,058,763
Kimon Michaels
15,385,768
669,239
10,058,763
 
 
 
Proposal No.  2          Ratification of the appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for the Company:
 
FOR
AGAINST
ABSTAIN
26,113,769 1 -
                                                                                      
                                                                                                                               
 
Proposal  No. 3   Approval, by non-binding vote, of the compensation provided to Named Executive  Officers:
 
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
15,692,481 177,308 185,218 10,058,763
                                                                                                                                                              
 
 
 
 
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:  August 7, 2012