12 unchanged sentences
Other Information.
+Added: Insider Adoption or Termination of Trading Arrangements
+Added: During the quarter ended December 31, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
3 unchanged sentences
Information with respect to our directors and our Audit Committee appears in our Proxy Statement under “Proposal No.
−Removed: 1 — Election of Directors — Nominees for the Board of Directors” and is incorporated herein by reference.
+Added: 1 — Election of Class II Directors — Nominees for Class II Directors” and is incorporated herein by reference.
Information with respect to our executive officers appears in Part I, Item 1 — “Information about our Executive Officers” of this Form 10-K.
7 unchanged sentences
Executive Compensation.
−Removed: The information required by this item is incorporated herein by reference to the section entitled “Compensation of Executive Officers and Other Matters — Executive Compensation” in our Proxy Statement.
+Added: The information required by this item is incorporated herein by reference to the section entitled “Executive Compensation” in our Proxy Statement.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
2 unchanged sentences
Certain Relationships and Related Transactions, and Director Independence.
−Removed: The information required by this item is incorporated herein by reference to the section entitled “Certain Relationships and Related Transactions and Directors Independence” in our Proxy Statement.
+Added: The information required by this item is incorporated herein by reference to the section entitled “Certain Relationships and Related Transactions” and “Corporate Governance — Director Independence” in our Proxy Statement.
Principal Accountant Fees and Services.
7 unchanged sentences
Consolidated Balance Sheets as of December 31, 2023 and 2022
−Removed: Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021
6 unchanged sentences
INDEX TO EXHIBITS
−Removed: Board of Directors Acceleration Agreement (incorporated herein by reference to the registrant’s Current Report on Form 8-K filed November 23, 2005)*
+Added: Incorporated by Reference
+Added: Exhibit Description
+Added: Exhibit Number
+Added: SEC File Number
+Added: Provided Herewith
Third Amended and Restated Certificate of Incorporation of PDF Solutions, Inc.
−Removed: (incorporated herein by reference to registrant’s Registration Statement on Form S-1/A filed July 9, 2001)
Amended and Restated Bylaws of PDF Solutions, Inc.
−Removed: (incorporated herein by reference to registrant’s Quarterly Report on Form 8-K filed May 1, 2019)
−Removed: Specimen Stock Certificate (incorporated herein by reference to registrant’s Quarterly Report on Form 10-Q filed September 6, 2001)
Stockholder Agreement by and between PDF Solutions, Inc.
and Advantest America, Inc.
−Removed: dated July 29, 2020 (incorporated herein by reference to registrant’s Quarterly Report on Form 10-Q filed November 6, 2020)
−Removed: Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934† (incorporated herein by reference to registrant’s Annual Report on Form 10-K filed March 1, 2022)
−Removed: Form of Indemnification Agreement between PDF Solutions, Inc.
−Removed: and certain of its executive officers and directors (incorporated herein by reference to registrant’s Registration Statement on Form S-1 filed August 7, 2000)
+Added: dated July 30, 2020
+Added: Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
Form of Indemnification Agreement between PDF Solutions, Inc.
−Removed: and certain of its senior executive officers and directors (incorporated herein by reference to the registrant’s Annual Report on Form 10-K filed March 16, 2009)*
+Added: and certain of its senior executive officers and directors*
PDF Solutions, Inc.
−Removed: 2021 Employee Stock Purchase Plan (incorporated herein by reference to Annex A to the registrant’s proxy statement filed on April 28, 2021)*
+Added: 2021 Employee Stock Purchase Plan *
PDF Solutions, Inc.
−Removed: Seventh Amended and Restated 2011 Stock Incentive Plan (incorporated herein by reference to Appendix A to the registrant’s proxy statement dated April 27, 2022)*
+Added: Eighth Amended and Restated 2011 Stock Incentive Plan *
Form of Stock Option Agreement (Non-statutory) under PDF Solutions, Inc.
−Removed: 2011 Stock Incentive Plan (incorporated herein by reference to registrant’s Annual Report on Form 10-K filed March 15, 2012)*
+Added: 2011 Stock Incentive Plan*
Form of Stock Unit Agreement under PDF Solutions, Inc.
−Removed: 2011 Stock Incentive Plan (incorporated herein by reference to registrant’s Annual Report on Form 10-K filed March 15, 2012)*
−Removed: Form of Stock Appreciation Right Agreement under PDF Solutions, Inc.
−Removed: 2011 Stock Incentive Plan (incorporated herein by reference to registrant’s filing on Form 10-Q filed November 9, 2012)*
−Removed: Employment confirmation to John Kibarian from PDF Solutions, Inc.
−Removed: dated October 13, 2009 (incorporated herein by reference to registrant’s Annual Report on Form 10-K filed March 15, 2012)*
−Removed: Employment confirmation to Kimon Michaels from PDF Solutions, Inc.
−Removed: dated October 13, 2009 (incorporated herein by reference to registrant’s Annual Report on Form 10-K filed March 15, 2012)*
−Removed: Employment offer to Adnan Raza, dated January 23, 2020 (incorporated herein by reference to registrant’s filing on Form 10-K filed on March 10, 2020)*
+Added: 2011 Stock Incentive Plan*
+Added: Board of Directors Acceleration Agreement*
+Added: Employment offer to Adnan Raza, dated January 23, 2020*
+Added: Incorporated by Reference
+Added: Exhibit Description
+Added: Exhibit Number
+Added: Provided Herewith
Software License and Related Services Agreement by and between PDF Solutions, Inc.
and Advantest America, Inc.
−Removed: dated March 25, 2020 and Amendment No.1 thereto dated July 29, 2020 (incorporated herein by reference to registrant’s Quarterly Report on Form 10-Q filed November 6, 2020)+
+Added: dated March 25, 2020 and Amendment No.1 thereto dated July 29, 2020+
Amendment #1 to Amendment #1 to Software License and Related Services Agreement by and between PDF Solutions, Inc.
1 unchanged sentence
and Advantest America, Inc.+
−Removed: (incorporated herein by reference to registrant’s Quarterly Report on Form 10 Q filed November 10, 2022)+
Amendment #2 to Amendment #1 to Software License and Related Services Agreement by and between PDF Solutions, Inc.
3 unchanged sentences
and Advantest America, Inc.
−Removed: dated July 29, 2020 (incorporated herein by reference to registrant’s Quarterly Report on Form 10-Q filed November 6, 2020)+
+Added: dated July 29, 2020+
+Added: Addendum #1 to Revised 2020 Contract, signed March 17, 2023, by and between PDF Solutions, Inc.
+Added: and Advantest America, Inc.
Master Commercial Terms and Support Services Agreement by and between PDF Solutions, Inc.
and Advantest America, Inc.
−Removed: dated July 29, 2020 (incorporated herein by reference to registrant’s Quarterly Report on Form 10-Q filed November 6, 2020)+
+Added: dated July 29, 2020+
Securities Purchase Agreement by and between PDF Solutions, Inc.
and Advantest America, Inc.
−Removed: dated July 29, 2020 (incorporated herein by reference to registrant’s Quarterly Report on Form 10-Q filed November 6, 2020)+.
+Added: dated July 29, 2020+
Subsidiaries of Registrant
Consent of BPM LLP, Independent Registered Public Accounting Firm
+Added: Incorporated by Reference
+Added: Exhibit Description
+Added: Exhibit Number
+Added: Provided Herewith
Certifications of the principal executive officer and principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 †
+Added: Compensation Recovery Policy
The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL:
−Removed: (i) Consolidated Balance Sheets as of December 31, 2022 and 2021, (ii) Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2022, 2021 and 2020, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2022, 2021 and 2020, (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
+Added: (i) Consolidated Balance Sheets as of December 31, 2023 and 2022, (ii) Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021, (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
+Added: Incorporated by Reference
+Added: Exhibit Description
+Added: Exhibit Number
+Added: Provided Herewith
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Indicates management contract or compensatory plan or arrangement.
−Removed: Filed herewith.
Furnished, and not filed.
9 unchanged sentences
(Principal financial and accounting officer)
−Removed: Date March 1, 2023
+Added: February 27, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: March 1, 2023
+Added: February 27, 2024
Director, President and Chief Executive Officer
(Principal executive officer)
−Removed: March 1, 2023
+Added: February 27, 2024
/s/ ADNAN RAZA
1 unchanged sentence
(Principal financial and accounting officer)
−Removed: March 1, 2023
+Added: February 27, 2024
/s/ JOSEPH R.
Lead Independent Director
−Removed: March 1, 2023
+Added: February 27, 2024
+Added: s/ CHI-FOON CHAN
+Added: Chi-Foon Chan
+Added: February 27, 2024
/s/ NANCY ERBA
−Removed: March 1, 2023
+Added: February 27, 2024
/s/ MICHAEL B.
Michael Gustafson
−Removed: March 1, 2023
+Added: February 27, 2024
s/ YE JANE LI
−Removed: March 1, 2023
+Added: February 27, 2024
s/ KIMON MICHAELS
Kimon Michaels
−Removed: March 1, 2023
+Added: February 27, 2024
s/ SHUO ZHANG
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.