PDF SOLUTIONS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: Chi-Foon Chan, Ph.D.

PDF SOLUTIONS INC.’s own tally for this item (“Elect Director: Chi-Foon Chan, Ph.D.”): 32,002,886 for, 1,242,353 against, per its Form 8-K filed June 25, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “On June 18, 2024, at the 2024 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, 4, 5, and 6.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 14,575,184 for, 715,920 against.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: Election of Directors: Kimon W. Michaels, Ph.D.

PDF SOLUTIONS INC.’s own tally for this item (“Elect Director: Kimon Michaels, Ph.D.”): 30,732,795 for, 2,559,748 against, per its Form 8-K filed June 25, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “On June 18, 2024, at the 2024 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, 4, 5, and 6.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 14,083,148 for, 1,207,956 against.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: Election of Directors: Shuo Zhang

PDF SOLUTIONS INC.’s own tally for this item (“Elect Director: Shuo Zhang”): 31,114,738 for, 2,011,350 against, per its Form 8-K filed June 25, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “On June 18, 2024, at the 2024 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, 4, 5, and 6.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 14,411,081 for, 880,023 against.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: To approve an amendment to our amended and restated certificate of incorporation to include an officer exculpation provision.

PDF SOLUTIONS INC.’s own tally for this item (“3. Approval of an amendment to Company's amended and restated certificate of incorporation to include an officer exculpation provision”): 31,593,433 for, 1,568,988 against — passed, per its Form 8-K filed June 25, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “On June 18, 2024, at the 2024 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, 4, 5, and 6.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 15,082,657 for, 208,447 against.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: To approve our First Amended and Restated 2021 Employee Stock Purchase Plan.

PDF SOLUTIONS INC.’s own tally for this item (“5. Approval of the Company's First Amended and Restated 2021 Employee Stock Purchase Plan”): 33,289,307 for, 3,274 against — passed, per its Form 8-K filed June 25, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “On June 18, 2024, at the 2024 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, 4, 5, and 6.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 77 managers: 15,291,072 for. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 2 managers: 549,703 for.

Description as filed by funds: To approve our Ninth Amended and Restated 2011 Stock Incentive Plan.

PDF SOLUTIONS INC.’s own tally for this item (“4. Approval of the Company's Ninth Amended and Restated 2011 Stock Incentive Plan”): 32,395,931 for, 896,250 against — passed, per its Form 8-K filed June 25, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “On June 18, 2024, at the 2024 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, 4, 5, and 6.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 77 asset managers below reported 14,806,258 for, 462,051 against.

Showing the 25 largest of 77 asset managers. See all 77 in the interactive database.

Description as filed by funds: To approve, by a non-binding advisory vote, the compensation of our named executive officers disclosed in the Proxy Statement.

PDF SOLUTIONS INC.’s own tally for this item (“6. Approval, by non-binding advisory vote, of the 2023 compensation awarded to Named Executive Officers”): 33,119,168 for, 99,597 against — passed, per its Form 8-K filed June 25, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “On June 18, 2024, at the 2024 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, 4, 5, and 6.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 78 managers: 15,307,561 for. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 174 managers: 13,354,392 for, 73,703 against, 33,550 abstained. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the appointment of BPM LLP as our independent registered public accounting firm for the year ending December 31, 2024.

PDF SOLUTIONS INC.’s own tally for this item (“2. Ratification of the appointment of BPM LLP as the Independent Registered Public Accounting Firm for the Company for the year ending December 31, 2024”): 35,909,604 for, 17,159 against — passed, per its Form 8-K filed June 25, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “On June 18, 2024, at the 2024 Annual Meeting of Stockholders, the stockholders of the Company elected each of the director nominees and approved proposals 2, 3, 4, 5, and 6.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 79 asset managers below reported 15,291,104 for.

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.