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PDF SOLUTIONS, INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and PDF SOLUTIONS, INC.’s Form 8-K, filed 2025-06-23 (Item 5.07 on EDGAR). Page generated 04 October 2026.

  • 8Reported items
  • 228Asset managers
  • 1,494Fund votes
  • 2025-06-17Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore PDF SOLUTIONS, INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by PDF SOLUTIONS, INC.

These tallies are PDF SOLUTIONS, INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-06-23 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

PDF SOLUTIONS, INC. — official shareholder meeting results, meeting held 2025-06-17
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Nancy Erba 28,081,9511,271,8594,073 --3,995,611 Majority: yes
Elect Director: Michael B. Gustafson 28,053,6211,282,95621,306 --3,995,611 Majority: yes
Elect Director: John Kibarian, Ph.D. 27,980,7961,373,0144,073 --3,995,611 Majority: yes
Proposal 2: Ratification of the appointment of BPM LLP as the Independent Registered Public Accounting Firm for the Company for the year ending December 31, 2025: 32,953,88920,009379,596 ---- Majority: yes
Proposal 3: Approval of the Company ' s Tenth Amended and Restated 2011 Stock Incentive Plan: 28,927,482424,5475,854 --3,995,611 Majority: yes
Proposal 4: Approval of the Company's Second Amended and Restated 2021 Employee Stock Purchase Plan 29,326,22325,0566,604 --3,995,611 Majority: yes
Proposal 5: Approval, by non-binding advisory vote, of the 2024 compensation awarded to Named Executive Officers: 29,032,173237,72687,984 --3,995,611 Majority: yes

Source: PDF SOLUTIONS, INC., Form 8-K, filed with the SEC on 2025-06-23 — read the filing on EDGAR.

How asset managers voted at the PDF SOLUTIONS, INC. 2024-2025 meeting

Each item below shows how the 228 asset managers that disclosed a PDF SOLUTIONS, INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of PDF SOLUTIONS, INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To approve, by a non-binding advisory vote, the compensation of our named executive officers disclosed in the Proxy Statement.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 9 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 29,032,173AGAINST: 237,726

PDF SOLUTIONS, INC.’s own tally for this item (“Proposal 5: Approval, by non-binding advisory vote, of the 2024 compensation awarded to Named Executive Officers:”): 29,032,173 for, 237,726 against, per its Form 8-K filed 2025-06-23 (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. Of all 39,130,000 outstanding shares: 74% for, 0.7% against (75% of the company cast a for/against vote).

The 227 asset managers below cast 99.3% of the shares they voted on this item FOR (26,633,454 for, 168,558 against).

FOR 99.3%
FOR: 26,633,454 (99.3%)AGAINST: 168,558 (0.6%)ABSTAIN: 0 (0.0%)NOT VOTED: 6,129 (0.0%)
Largest asset managers voting on “To approve, by a non-binding advisory vote, the compensation of our named executive officers disclosed in the ” at PDF SOLUTIONS, INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock4,614,0430 00For
Vanguard3,206,6181,379 00For
NEEDHAM FUNDS INC1,865,0000 00For
State Street1,484,2160 00For
WASATCH ADVISORS LP1,191,0790 00For
WASATCH FUNDS TRUST1,092,6390 00For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC954,7320 00For
Janus Henderson788,7280 00For
Ranger Investment Management, L.P.767,7400 00For
JANUS INVESTMENT FUND742,4190 00For
SNYDER CAPITAL MANAGEMENT L P671,6880 00For
EMERALD MUTUAL FUND ADVISERS TRUST612,2760 00For
Divisar Capital Management LLC567,2100 00For
Charles Schwab542,6390 00For
EMERALD ADVISERS, LLC529,7460 00For
Fidelity474,9250 00For
WILLIAM BLAIR FUNDS404,8480 00For
FINANCIAL INVESTORS TRUST368,5880 00For
Russell Investments366,1000 00For
Samjo Management, LLC366,0000 00For
Northern Trust353,4610 00For
Principal273,8150 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC213,6300 00For
MELLON INVESTMENTS Corp205,8080 00For
Herald Investment Management Ltd200,0000 00For

Showing the 25 largest of 227 asset managers. See all 227 in the interactive database.

2. TO APPROVE OUR SECOND AMENDED AND RESTATED 2021 EMPLOYEE STOCK PURCHASE PLAN.

COMPENSATIONMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 29,326,223AGAINST: 25,056

PDF SOLUTIONS, INC.’s own tally for this item (“Proposal 4: Approval of the Company's Second Amended and Restated 2021 Employee Stock Purchase Plan”): 29,326,223 for, 25,056 against, per its Form 8-K filed 2025-06-23 (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. Of all 39,130,000 outstanding shares: 75% for, 0.1% against (75% of the company cast a for/against vote).

The 75 asset managers below cast 99.9% of the shares they voted on this item FOR (13,547,733 for, 0 against).

FOR 99.9%
FOR: 13,547,733 (100.0%)AGAINST: 0 (0.0%)ABSTAIN: 0 (0.0%)NOT VOTED: 758 (0.0%)
Largest asset managers voting on “TO APPROVE OUR SECOND AMENDED AND RESTATED 2021 EMPLOYEE STOCK PURCHASE PLAN.” at PDF SOLUTIONS, INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock3,338,0130 00For
Vanguard3,096,2760 00For
NEEDHAM FUNDS INC1,865,0000 00For
WASATCH FUNDS TRUST1,092,6390 00For
JANUS INVESTMENT FUND742,4190 00For
State Street431,3940 00For
WILLIAM BLAIR FUNDS404,8480 00For
FINANCIAL INVESTORS TRUST368,5880 00For
Principal273,8150 00For
Fidelity267,8320 00For
Charles Schwab254,7690 00For
Russell Investments122,5330 00For
Jackson National113,2100 00For
MoA Funds Corp103,0700 00For
TIAA94,8830 00For
Equitable81,3240 00For
Columbia Threadneedle65,8240 00For
Voya58,9550 00For
Segall Bryant & Hamill Trust54,6390 00For
QUANTITATIVE MASTER SERIES LLC54,1620 00For
New York Life53,4470 00For
Transamerica42,4530 00For
Prudential/PGIM34,5080 00For
BNY Mellon33,1740 00For
Northern Trust30,4850 00For

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

3. TO RATIFY THE APPOINTMENT OF BPM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 32,953,889AGAINST: 20,009

PDF SOLUTIONS, INC.’s own tally for this item (“Proposal 2: Ratification of the appointment of BPM LLP as the Independent Registered Public Accounting Firm for the Company for the year ending December 31, 2025:”): 32,953,889 for, 20,009 against, per its Form 8-K filed 2025-06-23 (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. Of all 39,130,000 outstanding shares: 84% for, 0.1% against (84% of the company cast a for/against vote).

The 74 asset managers below cast 99.9% of the shares they voted on this item FOR (13,547,075 for, 0 against).

FOR 99.9%
FOR: 13,547,075 (100.0%)AGAINST: 0 (0.0%)ABSTAIN: 0 (0.0%)NOT VOTED: 758 (0.0%)
Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF BPM LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING ” at PDF SOLUTIONS, INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock3,338,0130 00For
Vanguard3,096,2760 00For
NEEDHAM FUNDS INC1,865,0000 00For
WASATCH FUNDS TRUST1,092,6390 00For
JANUS INVESTMENT FUND742,4190 00For
State Street431,3940 00For
WILLIAM BLAIR FUNDS404,8480 00For
FINANCIAL INVESTORS TRUST368,5880 00For
Principal273,8150 00For
Fidelity267,8320 00For
Charles Schwab254,7690 00For
Russell Investments122,5330 00For
Jackson National113,2100 00For
MoA Funds Corp103,0700 00For
TIAA94,8830 00For
Equitable81,3240 00For
Columbia Threadneedle65,8240 00For
Voya58,9550 00For
Segall Bryant & Hamill Trust54,6390 00For
QUANTITATIVE MASTER SERIES LLC54,1620 00For
New York Life53,4470 00For
Transamerica42,4530 00For
Prudential/PGIM34,5080 00For
BNY Mellon33,1740 00For
Northern Trust30,4850 00For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

4. Election of Directors: John K. Kibarian, Ph.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 27,980,796AGAINST: 1,373,014

PDF SOLUTIONS, INC.’s own tally for this item (“Elect Director: John Kibarian, Ph.D.”): 27,980,796 for, 1,373,014 against, per its Form 8-K filed 2025-06-23 (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. Of all 39,130,000 outstanding shares: 72% for, 4% against (75% of the company cast a for/against vote).

The 73 asset managers below cast 95% of the shares they voted on this item FOR (12,930,735 for, 615,340 against).

FOR 95%
FOR: 12,930,735 (95.5%)AGAINST: 615,340 (4.5%)ABSTAIN: 0 (0.0%)NOT VOTED: 758 (0.0%)
Largest asset managers voting on “Election of Directors: John K. Kibarian, Ph.D.” at PDF SOLUTIONS, INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock3,338,0130 00For
Vanguard3,096,2742 00For
NEEDHAM FUNDS INC1,865,0000 00For
WASATCH FUNDS TRUST1,092,6390 00For
JANUS INVESTMENT FUND742,4190 00For
State Street431,37717 00For
WILLIAM BLAIR FUNDS404,8480 00For
FINANCIAL INVESTORS TRUST0368,588 00Against
Principal30,127243,688 00Against
Fidelity267,8320 00For
Charles Schwab254,7690 00For
Russell Investments122,5330 00For
Jackson National113,2100 00For
MoA Funds Corp103,0700 00For
TIAA94,8830 00For
Equitable81,3240 00For
Columbia Threadneedle65,8240 00For
Voya58,9550 00For
Segall Bryant & Hamill Trust54,6390 00For
QUANTITATIVE MASTER SERIES LLC54,1620 00For
New York Life53,4470 00For
Transamerica42,4530 00For
Prudential/PGIM34,5080 00For
BNY Mellon33,1740 00For
Northern Trust30,4850 00For

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

5. Election of Directors: Michael B. Gustafson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 28,053,621AGAINST: 1,282,956

PDF SOLUTIONS, INC.’s own tally for this item (“Elect Director: Michael B. Gustafson”): 28,053,621 for, 1,282,956 against, per its Form 8-K filed 2025-06-23 (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. Of all 39,130,000 outstanding shares: 72% for, 3% against (75% of the company cast a for/against vote).

The 73 asset managers below cast 95% of the shares they voted on this item FOR (12,898,648 for, 647,427 against).

FOR 95%
FOR: 12,898,648 (95.2%)AGAINST: 647,427 (4.8%)ABSTAIN: 0 (0.0%)NOT VOTED: 758 (0.0%)
Largest asset managers voting on “Election of Directors: Michael B. Gustafson” at PDF SOLUTIONS, INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock3,338,0130 00For
Vanguard3,096,2742 00For
NEEDHAM FUNDS INC1,865,0000 00For
WASATCH FUNDS TRUST1,092,6390 00For
JANUS INVESTMENT FUND742,4190 00For
State Street431,3940 00For
WILLIAM BLAIR FUNDS404,8480 00For
FINANCIAL INVESTORS TRUST0368,588 00Against
Principal30,127243,688 00Against
Fidelity267,8320 00For
Charles Schwab254,7690 00For
Russell Investments122,5330 00For
Jackson National113,2100 00For
MoA Funds Corp103,0700 00For
TIAA94,8830 00For
Equitable49,42731,897 00For
Columbia Threadneedle65,8240 00For
Voya58,9550 00For
Segall Bryant & Hamill Trust54,6390 00For
QUANTITATIVE MASTER SERIES LLC54,1620 00For
New York Life53,4470 00For
Transamerica42,4530 00For
Prudential/PGIM34,5080 00For
BNY Mellon33,1740 00For
Northern Trust30,4850 00For

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

6. Election of Directors: Nancy Erba

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 28,081,951AGAINST: 1,271,859

PDF SOLUTIONS, INC.’s own tally for this item (“Elect Director: Nancy Erba”): 28,081,951 for, 1,271,859 against, per its Form 8-K filed 2025-06-23 (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. Of all 39,130,000 outstanding shares: 72% for, 3% against (75% of the company cast a for/against vote).

The 73 asset managers below cast 95% of the shares they voted on this item FOR (12,898,855 for, 647,220 against).

FOR 95%
FOR: 12,898,855 (95.2%)AGAINST: 647,220 (4.8%)ABSTAIN: 0 (0.0%)NOT VOTED: 758 (0.0%)
Largest asset managers voting on “Election of Directors: Nancy Erba” at PDF SOLUTIONS, INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock3,338,0130 00For
Vanguard3,096,2742 00For
NEEDHAM FUNDS INC1,865,0000 00For
WASATCH FUNDS TRUST1,092,6390 00For
JANUS INVESTMENT FUND742,4190 00For
State Street431,3940 00For
WILLIAM BLAIR FUNDS404,8480 00For
FINANCIAL INVESTORS TRUST0368,588 00Against
Principal30,127243,688 00Against
Fidelity267,8320 00For
Charles Schwab254,7690 00For
Russell Investments122,5330 00For
Jackson National113,2100 00For
MoA Funds Corp103,0700 00For
TIAA94,8830 00For
Equitable49,42731,897 00For
Columbia Threadneedle65,8240 00For
Voya58,9550 00For
Segall Bryant & Hamill Trust54,6390 00For
QUANTITATIVE MASTER SERIES LLC54,1620 00For
New York Life53,4470 00For
Transamerica42,4530 00For
Prudential/PGIM34,5080 00For
BNY Mellon33,1740 00For
Northern Trust30,4850 00For

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

7. TO APPROVE OUR TENTH AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN.

COMPENSATIONMajority of the votes cast: yes

99% Majority: yes · of votes cast

FOR 99%
FOR: 28,927,482AGAINST: 424,547

PDF SOLUTIONS, INC.’s own tally for this item (“Proposal 3: Approval of the Company ' s Tenth Amended and Restated 2011 Stock Incentive Plan:”): 28,927,482 for, 424,547 against, per its Form 8-K filed 2025-06-23 (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. Of all 39,130,000 outstanding shares: 74% for, 1% against (75% of the company cast a for/against vote).

The 72 asset managers below cast 99.8% of the shares they voted on this item FOR (13,491,322 for, 14,216 against).

FOR 99.8%
FOR: 13,491,322 (99.9%)AGAINST: 14,216 (0.1%)ABSTAIN: 0 (0.0%)NOT VOTED: 758 (0.0%)
Largest asset managers voting on “TO APPROVE OUR TENTH AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN.” at PDF SOLUTIONS, INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock3,338,0130 00For
Vanguard3,096,2760 00For
NEEDHAM FUNDS INC1,865,0000 00For
WASATCH FUNDS TRUST1,092,6390 00For
JANUS INVESTMENT FUND742,4190 00For
State Street431,37717 00For
WILLIAM BLAIR FUNDS404,8480 00For
FINANCIAL INVESTORS TRUST368,5880 00For
Principal273,8150 00For
Fidelity267,8320 00For
Charles Schwab254,7690 00For
Russell Investments122,5330 00For
Jackson National113,2100 00For
MoA Funds Corp103,0700 00For
TIAA94,8830 00For
Equitable81,3240 00For
Columbia Threadneedle65,8240 00For
Voya58,9550 00For
Segall Bryant & Hamill Trust54,6390 00For
QUANTITATIVE MASTER SERIES LLC54,1620 00For
New York Life53,4470 00For
Transamerica42,4530 00For
Prudential/PGIM34,5080 00For
BNY Mellon33,1740 00For
Northern Trust30,4850 00For

Showing the 25 largest of 72 asset managers. See all 72 in the interactive database.

8. Amend Omnibus Stock Plan

COMPENSATION

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (41,195 for, 0 against).

FOR: 41,195 (100.0%)
Largest asset managers voting on “Amend Omnibus Stock Plan” at PDF SOLUTIONS, INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Empower22,3080 00For
VALUED ADVISERS TRUST18,8870 00For

Largest PDF SOLUTIONS, INC. shareholders voting in 2024-2025

Ranked by the number of PDF SOLUTIONS, INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 39,130,000 shares outstanding at the time of that meeting.

Top PDF SOLUTIONS, INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1BlackRock 11.79%
2Vanguard 8.20%
3NEEDHAM FUNDS INC 4.77%
4State Street 3.79%
5WASATCH ADVISORS LP 3.04%
6WASATCH FUNDS TRUST 2.79%
7WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC 2.44%
8Janus Henderson 2.02%
9Ranger Investment Management, L.P. 1.96%
10JANUS INVESTMENT FUND 1.90%

Reported PDF SOLUTIONS, INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

PDF SOLUTIONS, INC. beneficial owners on record for the 2024-2025 proxy season
Holder % outstanding Disclosure
BlackRock 12.51% 13F
Vanguard Group 8.07% 13F
KIBARIAN JOHN KACHIG 6.55% 13G
John Kachig Kibarian 6.42% 13G
Needham Investment Management L.L.C. 5.17% 13G
State Street 2.94% 13F
Dimensional Fund Advisors 2.18% 13F
Geode Capital 1.89% 13F
Morgan Stanley 1.16% 13F
Northern Trust 1.01% 13F

Percentages above are of 39,130,000 shares outstanding, as reported by PDF SOLUTIONS, INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from PDF SOLUTIONS, INC.’s 10-Q dated 2025-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At PDF SOLUTIONS, INC.'s shareholder meeting held 2025-06-17, in the 2024-2025 proxy season, 228 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,494 separate fund positions. Their filings are grouped here into 8 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, by a non-binding advisory vote, the compensation of our named executive officers… — FOR was 99.1% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: PDF SOLUTIONS, INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2025-06-23.

PDF SOLUTIONS, INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.