Cohu, Inc. (Form: 8-K)  

 


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):   December 8, 2011

Cohu, Inc.
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(Exact name of registrant as specified in its charter)

     
Delaware 001-04298 95-1934119
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
12367 Crosthwaite Circle, Poway, California   92064
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(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   858-848-8100

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))


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)
On December 8, 2011, the Board of Directors of Cohu, Inc. (the "Company") elected William E. Bendush to serve as a Class 1 Director and in accordance with the Company's Bylaws he will stand for election at the Company's 2014 annual meeting of stockholders. Mr. Bendush was named to the Audit and Compensation Committees of the Board of Directors.

The Board of Directors determined that, in its judgment, Mr. Bendush satisfies the requirements for independence set forth in the Company’s Corporate Governance Guidelines and by the NASDAQ listing standards. There were no arrangements or understandings pursuant to which Mr. Bendush was elected or any relationships or related transactions between the Company and Mr. Bendush which would require disclosure pursuant to Item 404(a) of Regulation S-K. As a non-employee director, Mr. Bendush will be compensated in accordance with the director compensation program as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 5, 2011, the description of which is incorporated herein by reference.

A copy of the press release announcing Mr. Bendush, is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.

The exhibit listed below is being furnished with this Current Report on Form 8-K.

Exhibit No. — 99.1

Description — William E. Bendush Joins Cohu’s Board of Directors






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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.

         
    Cohu, Inc.
          
December 12, 2011   By:   Jeffrey D. Jones
       
        Name: Jeffrey D. Jones
        Title: VP Finance & CFO


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Exhibit Index


     
Exhibit No.   Description

 
99.1
  William E. Bendush Joins Cohu’s Board of Directors
EX-99.1

 William E. Bendush Joins Cohu’s Board of Directors 

POWAY, Calif., December 8, 2011 — Cohu, Inc. (NASDAQ:COHU) today announced that William E. Bendush has been elected to the Cohu Board of Directors.

“Bill has highly relevant experience in the global semiconductor industry both as a CFO and independent director and we are fortunate to add him to Cohu’s Board of Directors. We look forward to being able to draw upon the expertise he has built up over his thirty year career,” said James A. Donahue, Chairman, President and Chief Executive Officer. 

Mr. Bendush is currently a retired executive and private investor and formerly served as Senior Vice President and Chief Financial Officer of Applied Micro Circuits Corporation (AMCC), a communications semiconductor company, from 1999 to 2003. Prior to joining AMCC, Mr. Bendush served in various senior financial positions, including Senior Vice President and Chief Financial Officer, at Silicon Systems, Inc., a manufacturer of semiconductors for the telecommunications and data storage markets, from 1985 to 1999. Mr. Bendush has been a Director of Microsemi Corporation since 2003 and was a director of Conexant Systems, Inc. from 2008 until its sale in 2011.

About Cohu:

Cohu is a supplier of test handling, burn-in, thermal subsystems and MEMS test solutions used by the global semiconductor industry, microwave communications and video equipment.

For press releases and other information of interest to investors, please visit Cohu’s website at www.cohu.com. Contact: Jeffrey D. Jones — Investor Relations (858) 848-8106