Executive Change

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): September 26, 2019 Cohu, Inc. (Exact name of registrant as specified in its charter) Delaware 001-04298 95-1934119 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 12367 Crosthwaite Circle, Poway, California 92064 (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 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $1.00 par value COHU The NASDAQ Stock Market LLC 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) Appointment of New Director On September 26, 2019, the Board of Directors (the “Board”) of Cohu, Inc. (“Cohu”) increased the size of the Board from eight to nine directors and filled the newly created vacancy on the Board by appointing Nina Richardson to join the Board as a Class 1 director whose term will expire at Cohu’s 2020 annual meeting of stockholders. Ms. Richardson has also been appointed to the Audit Committee. Such increase and appointments are effective as of October 1, 2019. There is no arrangement or understanding between Ms. Richardson and Cohu or any other person pursuant to which she was selected as a director. Ms. Richardson will be compensated in accordance with the director compensation program as described in Cohu’s definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2019. For the pro-rated period from appointment to the next scheduled director annual equity grant, Ms. Richardson will receive Restricted Stock Units with a total value of $75,338. Ms. Richardson has signed Cohu’s standard form of indemnification agreement for directors, which is attached as Exhibit 10.1 to Cohu’s Form 8-K filed with the SEC on December 13, 2018. A copy of Cohu’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. - 99.1 Description - Cohu Appoints Nina Richardson to its Board of Directors, dated September 30, 2019 Index of Exhibits EXHIBIT NO. DESCRIPTION 99.1 Cohu Appoints Nina Richardson to its Board of Directors, dated September 30, 2019 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. September 30 , 2019 By: /s/ Thomas D. Kampfer Name: Thomas D. Kampfer Title: VP Corporate Development, General Counsel and Secretary