Ul Solutions Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the 12 nominees named in the proxy statement to the Board of Directors to hold office until the 2027 Annual Meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of Retention of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the retention of PricewaterhouseCoopers LLP as UL Solutions' independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   An advisory (non-binding) proposal to approve the compensation of the named executive officers as disclosed in the proxy statement, including the CD&A, the Summary Compensation Table and other related disclosures.

   More detail

   This advisory "say-on-pay" proposal asks stockholders to approve, on a non-binding basis, the compensation paid to UL Solutions’ named executive officers as described in the proxy statement. Management and the HCC Committee are seeking shareholder endorsement to affirm that the Company’s pay programs — which for 2025 included a mix of base salary, a restructured annual incentive (AEIP) emphasizing adjusted EBITDA and revenue, and long-term incentives split between PSUs tied to three-year cumulative revenue and operating income and time-vested RSUs — align executive incentives with financial performance and long-term value creation. The proposal is advisory and not binding on the Board, but the Board and the HCC Committee state they will consider the outcome when setting future compensation. The filing emphasizes pay-for-performance features: a high proportion of variable, at-risk compensation, rigorous performance metrics, use of an independent compensation consultant, clawback provisions, stock ownership guidelines, and double-trigger change-in-control protections. The Company notes a recent history of strong stockholder support (approximately 99.9% in 2025), and management presents the proposal as validation of its compensation philosophy that links pay to adjusted EBITDA, revenue and multi-year operating outcomes. Given UL Solutions’ controlled-company structure (UL Standards & Engagement holds significant voting power), the advisory vote functions primarily as a feedback mechanism rather than a constraint; nonetheless, a negative vote would signal investor concern and the HCC Committee has signaled it would review and consider stockholder feedback. From a governance perspective, the proposal should be evaluated in light of the compensation plan mechanics (payout curves, weighting of PSU/RSU/AEIP), oversight by the HCC Committee, and the Company’s disclosure of risk-mitigation measures. Investors assessing the proposal should weigh the non-binding nature of the vote, the alignment of metrics with investor priorities (profitability and growth), the robust compensation governance features disclosed, and the broader context of the Company’s recent financial performance and controlled-shareholder arrangements.

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When is the Ul Solutions Inc 2026 annual meeting?

Ul Solutions Inc (ULS) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Ul Solutions Inc 2026 meeting?

The record date for the Ul Solutions Inc 2026 meeting is Wednesday, March 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ul Solutions Inc's 2026 meeting?

The board is presenting 12 director nominees at the Ul Solutions Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ul Solutions Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Ul Solutions Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.