Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):

December 11, 2018


Cohu, Inc.



(Exact name of registrant as specified in its charter)






(State or other jurisdiction


(I.R.S. Employer

of incorporation)

File Number)

Identification No.)




12367 Crosthwaite Circle, Poway,




(Address of principal executive offices)


(Zip Code)




Registrant’s telephone number, including area code:




Not Applicable
Former name or former address, if changed since last report


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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.


Emerging growth company☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐





Item 1.01     Entry into a Material Definitive Agreement


On December 11, 2018, Cohu, Inc. (“Cohu”), in connection with a periodic review of our existing form of indemnification agreement, adopted an updated form of indemnification agreement (the “Indemnification Agreement”) to be used between Cohu and individuals who may serve from time to time as directors or certain executive officers of Cohu. The Indemnification Agreement supplements indemnification provisions already in Cohu’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and supersedes any prior indemnification agreements entered into between Cohu and its directors or certain executive officers. Under the Indemnification Agreement, Cohu agrees to indemnify directors and certain executive officers to the fullest extent permitted by applicable law (including the Delaware General Corporation Law), including indemnification and/or advancement of expenses incurred or reasonably expected to be incurred in connection with participating in any action or proceeding, including any action or proceeding by or in right of Cohu, arising out of the person’s services as a director or certain executive officer.


The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


The exhibits listed below are being furnished with this Current Report on Form 8-K.


(d) Exhibits


Exhibit No. - 10.1


Description – Form of Indemnification Agreement






Index of Exhibits








Form of Indemnification Agreement







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.



Date: December 13, 2018



Cohu, Inc.








/s/ Jeffrey D. Jones





Jeffrey D. Jones 





VP Finance and Chief Financial Officer