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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): June 11, 2024
_______________________________________
UNIVERSAL ELECTRONICS INC.
(Exact name of Registrant as specified in its charter)
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| | | | | | | | |
Delaware | 0-21044 | 33-0204817 |
(State or other jurisdiction | (Commission File No.) | (I.R.S. Employer |
of incorporation) | | Identification No.) |
15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254-2494
(Address of principal executive offices and zip code)
(480) 530-3000
(Registrant’s telephone number, including area code)
_______________________________________
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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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbols | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | UEIC | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07 Submission of Matters to a Vote of Security Holders.
Universal Electronics Inc. (the “Company”) held its annual meeting of stockholders on June 11, 2024, and the following matters were voted on at that meeting:
1. The election of the following directors:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Director | | For | | Withheld | | Broker Non-Votes | | Uncast |
Paul D. Arling | | 9,073,941 | | 192,718 | | 1,251,052 | | 0 |
William C. Mulligan | | 7,741,572 | | 1,525,087 | | 1,251,052 | | 0 |
Satjiv S. Chahil | | 8,894,921 | | 371,738 | | 1,251,052 | | 0 |
Sue Ann R. Hamilton | | 8,977,617 | | 289,042 | | 1,251,052 | | 0 |
Romulo C. Pontual | | 9,045,147 | | 221,512 | | 1,251,052 | | 0 |
Eric B. Singer | | 8,080,811 | | 1,185,848 | | 1,251,052 | | 0 |
Edward K. Zinser | | 9,037,671 | | 228,988 | | 1,251,052 | | 0 |
2. Stockholders approved an advisory resolution on the Company’s named executive officer compensation as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes | | Uncast |
7,956,593 | | 1,050,067 | | 259,999 | | 1,251,052 | | 0 |
3. Stockholder approval of the Company’s 2018 Amended and Restated Equity and Incentive Plan:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | | | Broker Non-Votes | | Uncast |
8,745,726 | | 510,789 | | 10,143 | | | | 1,251,053 | | 0 |
4. The ratification of the appointment of the independent registered public accounting firm Grant Thornton LLP was approved by the following vote:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes | | Uncast |
10,440,854 | | 73,054 | | 3,803 | | 0 | | 0 |
SIGNATURE
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 thereunto duly authorized.
| | | | | | | | |
| | Universal Electronics Inc. |
| | |
Date: June 13, 2024 | | By: /s/ Bryan M. Hackworth |
| | Bryan M. Hackworth |
| | Chief Financial Officer |
| | (Principal Financial Officer) |