ueic-20260519
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): May 19, 2026
_______________________________________
UNIVERSAL ELECTRONICS INC.
(Exact name of Registrant as specified in its charter)
_______________________________________
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)
________________________________________________________________________________________________
(Former name or former address, if changed since last report)
______________________________________
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))
| 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 | The Nasdaq Stock Market LLC | ||||||
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 May 19, 2026, and the following matters were voted on at such meeting:
1. The election of the following Class II directors to serve on the Company’s Board of Directors until the annual meeting of stockholders to be held in 2028 or until their respective successors are elected and qualified (the “Director Election Proposal”):
| Director | For | Withhold | Broker Non-Votes | |||||||||||||||||
| Michael D. Burger | 7,525,057 | 609,977 | 1,635,451 | |||||||||||||||||
| Satjiv S. Chahil | 7,008,595 | 1,126,439 | 1,635,451 | |||||||||||||||||
| Sue Ann R. Hamilton | 6,068,770 | 2,066,264 | 1,635,451 | |||||||||||||||||
| John Mutch | 7,582,585 | 552,449 | 1,635,451 | |||||||||||||||||
| Eric B. Singer | 6,306,980 | 1,828,054 | 1,635,451 | |||||||||||||||||
2. The adoption and approval of an amendment to the Company’s Restated Certificate of Incorporation, as amended, to declassify the Company’s Board of Directors (the “Charter Amendment Proposal”):
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 7,719,323 | 387,784 | 27,927 | 1,635,451 | |||||||||||||||||
As a result of the Charter Amendment Proposal being approved, all of the Company’s directors will be elected annually beginning with the Company’s 2027 annual meeting of stockholders, notwithstanding the approval of the Director Election Proposal. A copy of the Company’s Restated Certificate of Incorporation, as amended, is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
3. The adoption and approval of the amendment and restatement of the Company’s Amended and Restated 2018 Equity and Incentive Compensation Plan (a) to increase the number of shares of common stock available for issuance thereunder by 375,000 shares, (b) to extend the term thereof, and (c) to incorporate other amendments thereto consistent with current compensation and governance best practice:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 7,406,445 | 705,417 | 23,172 | 1,635,451 | |||||||||||||||||
4. The approval of, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 5,572,215 | 2,277,201 | 285,618 | 1,635,451 | |||||||||||||||||
5. The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:
| For | Against | Abstain | ||||||||||||
| 9,647,501 | 104,381 | 18,603 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
3.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
1
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: May 21, 2026 | By: /s/ Wade M. Jenke | |||||||
| Wade M. Jenke | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
2