Kulicke and Soffa Industries, Inc. (KLIC)
NASDAQ: KLIC · Real-Time Price · USD
81.72
-4.74 (-5.48%)
Apr 28, 2026, 12:10 PM EDT - Market open
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AGM 2025

Mar 5, 2025

Peter Kong
Chairman of the Board, Kulicke and Soffa Industries

Good evening. We're pleased to come to order. I'm Peter Kong, Chairman of the Board of Directors of K&S. I would like to welcome you to our 63rd Shareholders Meeting as a public company. We're excited to be hosting this meeting virtually, which will allow us to be more inclusive and reach a greater number of our valued shareholders.

Before proceeding with the business of the meeting, I need to make a few administrative announcements. I want to point out that the audio portion of this meeting is being brought to life over the internet of our website, www.kns.com. We have shareholders attending this meeting via the URL as printed on our proxy statement. As is our custom, we will conduct the business portion of our meeting first and answer questions nearer to the end of the meeting.

In addition, an audio recording will be made of the entire meeting, including any questions or comments that you may have. The audio recording will be available at our website for a limited time following this meeting. I also want to point out that, in addition to historical statements, remarks and comments today may include forward-looking statements, which are covered by the safe harbor provisions of the 1995 Private Securities Litigation Reform Act.

Actual results may turn out significantly better or worse than indicated by any forward-looking statements made this afternoon. For a complete discussion of the risks associated with the operations of K&S, please refer to the company's SEC filings, especially to the Form 10-K for the fiscal year ended September 28, 2024. I would now like to introduce the other members of the Board of Directors of the company:

Dr. Fusen Chen, who is also the President and Chief Executive Officer of K&S, Mr. David Jeffrey Richardson, Ms. Mui Sung Yeo , Ms. Denise Dignam, Mr. Gregory F. Milzcik , and Mr. John A. Olsen. The term of Mr. Chen Wu Lin will expire at this annual meeting, and Mr. Lin will not stand for reelection. The company thanks Mr. Lin for his distinguished service as a director of the company over the past 14 years. I'll now call for Mr. Zhao Lin, the Corporate Secretary of the company, for the required formal announcements. Mr. Lin will record the minutes of today's meeting.

Zhao Lin
Corporate Secretary, Kulicke and Soffa Industries

Mr. Chairman, I present a copy of the Notice of Internet Availability, of the Notice of Meeting, the Proxy Statement, the Proxy Card, as well as the Annual Report. I also present an affidavit as to the mailing on 23rd January 2025 of the Notice of Internet Availability to each person who was a shareholder of record on 9th December 2024, the record date for this meeting.

The Notice of Meeting called for this meeting to be conducted virtually on March 5th, 2025, at 1:00 P.M. Singapore time for the purposes of electing directors, approving an amendment to the company's 2021 Omnibus Incentive Plan, ratifying the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for the 2025 fiscal year, a non-binding vote on executive compensation, and transacting such other matters as may properly come before this meeting.

I have a complete list of shareholders entitled to vote at this meeting.

Peter Kong
Chairman of the Board, Kulicke and Soffa Industries

The affidavit of mailing and the attachments they're here virtual will be filed with the minutes of the meeting. As Chairman of the meeting, I appoint Peter Descovich as Judge of Election. The Judge of Election has informed me that there is a quorum present. Our custom has been to dispense with the reading of the minutes of the last annual meeting. Accordingly, I will move on to the four matters submitted to a vote of the shareholders as outlined by Mr. Lin.

We will defer voting until all the matters are properly tabled before the meeting and ready for voting. The Board of Directors has nominated Ms. Denise Dignam for election at the annual meeting to serve until the 2029 annual meeting and until her successor is duly elected and qualified. The second order of business is to approve the amendment of the company's 2021 Omnibus Incentive Plan.

We believe that increasing the number of shares available for issuance under the plan is necessary to allow the company to continue to use equity-based awards, to recognize the contributions of eligible officers, employees, and non-employee directors, and as an effective means to promote the full future growth and development of the company. The third order of business is the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accountants.

The other committee of our board appointed PricewaterhouseCoopers LLP as the company's independent registered public accountants for fiscal 2025. As you know, PricewaterhouseCoopers LLP has served as the company's independent registered public accounting firm for the past several fiscal years. I want to introduce Mohammed Saiful Saroni of PricewaterhouseCoopers LLP. If any shareholder has any questions for PricewaterhouseCoopers LLP, they can be raised during the question-and-answer period.

The fourth order of business is the advisory vote to approve on a non-binding basis the overall compensation of the company's named executive officers. If there is no discussion, we now can proceed to the voting on the matters before the meeting. As has been customary, we will vote on all matters by ballot. While we are waiting for the report of the Judge of Election, I would like to ask Dr. Fusen Chen, our President and CEO, to make a few remarks.

Fusen Chen
President and CEO, Kulicke and Soffa Industries

Thank you, Peter. Over recent years, we have uncovered new growth strengths through our direct and active involvement of several critical technology transitions. Demand of our innovative and enabling solutions is accelerating, and we remain organizationally focused to further expand our access to new markets. Pivotal to this growth initiative, we continue to continually deliver value to shareholders.

K&S has participated in a variety of industry trends over the past seven decades through its superior product offering and the relentless pursuit of innovative breakthroughs. As we stand here today, we are excited to be leading several industry trends in Europe. These fundamental trends are enhancing the value proposition and the growth potential of our semiconductor, automotive, and industrial solutions. Within semiconductor, we recently gained access to the most advanced assembly processes, which were previously excluded from our core semiconductor market.

In support of more and more trends, demand for chiplet, heterogeneous integration, and the multi-die package continues to increase. As a semiconductor assembly value chain, we are united to address these new challenges. Our leading fluxless thermal compression, FTC, and the vertical wire solution are well positioned to critically enable next-generation logic and memory assembly. Our FTC customer engagement has been robust, with penetration now including leading memory customers on top of our existing base of leading IDM, Foundry, and OSAT customers.

Next, within the automotive and the industrial end market, we are very involved in supporting the proliferation of ADAS, ADAS. Growth of electric vehicles, build-out of charging infrastructure, and the new requirement for sustainably generated electricity. Our high-power interconnect solution in Wedge Mountain, as well as a recent win in advanced dispense, are enabling higher performance electric vehicles and a more efficient power semiconductor.

Cross-collaboration with customers, university, and consortium ensures our business remains nimble and flexible, growth-oriented, and the best position to create long-term shareholder value across our sub-market. Based on this strategy, we have continued to prudently deliver capital directly through a competitive dividend yield, annual dividend raise, and the cumulative deployment of over $900 million in open and accelerated share repurchase since August of 2014.

In closing, we are increasingly at the forefront of long-term secular technology change as we prepare for the ball and the wedge demand to really recover. We continue to relentlessly extend this growth platform through our dedication to innovation and with close engagement with industry leaders. I would like to thank our global customers, external partners, and our dedicated performance-oriented network of employees for unlocking this next phase of corporate growth. Thank you.

Peter Kong
Chairman of the Board, Kulicke and Soffa Industries

Thank you, Fusen. Now, as has been customary, we are happy to entertain any questions you might have. Please note we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Any questions that we do not get to will be addressed on our company website. If there are no further questions, I'm advised that the Judge of Election has completed the count of the votes and delivered the report to the Corporate Secretary. The Corporate Secretary will now announce the results as reflected in the Judge's report.

Zhao Lin
Corporate Secretary, Kulicke and Soffa Industries

Mr. Chairman, the Judge's report shows 48,706,121 shares of common stock present in person and/or present by proxy, which the Judge has certified to be a quorum of the outstanding common stock on all matters presented at this meeting. The Judge's report further shows that sufficient votes were cast for the election of Ms. Denise Dignam for the approval of the amendment to the company's 2021 Omnibus Incentive Plan, for the ratification of the appointment of PricewaterhouseCoopers LLP, and for the approval on a non-binding basis the overall compensation of the company's named executive officers.

Peter Kong
Chairman of the Board, Kulicke and Soffa Industries

In accordance with the results certified by the Judge of Election, I hereby declare that Ms. Denise Dignam has been elected as a director for the term for which she was nominated, that the amendment to the company's 2021 Omnibus Incentive Plan has been approved, that the appointment of PricewaterhouseCoopers LLP and independent registered public accountants for the 2025 fiscal year has been ratified, and that the shareholders have approved on a non-binding basis the overall compensation of the company's named executive officers.

The final results of the voting will be included in our reports filed with the U.S. Securities and Exchange Commission. I order that the report of the Judge of Election be filed with the minutes of the meeting. The meeting is now adjourned. On behalf of all the directors, officers, and employees, I thank all of you for attending the meeting.

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