Universal Electronics (UEIC) declassifies board and adds 375,000 shares to equity plan

Rhea-AI Filing Summary

Universal Electronics Inc. reported results from its annual stockholder meeting held on May 19, 2026. Stockholders elected five Class II directors, with support levels ranging from about 6.1 million to 7.6 million votes in favor for each nominee, plus broker non-votes.

Investors approved an amendment to the Restated Certificate of Incorporation to declassify the Board of Directors, with 7,719,323 votes for and 387,784 against. As a result, all directors will stand for election annually beginning with the 2027 annual meeting.

Stockholders also approved an amendment and restatement of the 2018 Equity and Incentive Compensation Plan, increasing the shares available for issuance by 375,000, and supported executive compensation on a non-binding advisory basis. They ratified Grant Thornton LLP as the independent auditor for the year ending December 31, 2026.

Insights

Corporate governance analyst

Declassification and equity plan changes modestly reshape UEIC’s governance structure.

The key outcome is approval to declassify the Board of Directors, shifting from staggered multi‑year terms to annual elections starting with the 2027 meeting. This aligns board accountability more closely with stockholders, who will vote on every director each year.

Stockholders also approved adding 375,000 shares to the 2018 Equity and Incentive Compensation Plan and extending its term. This provides continued capacity for stock and incentive awards, which can support retention and alignment of employees and executives, while modestly expanding potential equity dilution over time.

The non-binding advisory approval of named executive officer pay and ratification of Grant Thornton LLP as auditor indicate general support for current compensation and audit arrangements. Future proxy materials will show how the newly declassified board structure operates once annual elections begin in 2027.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Charter Amendment votes for: 7,719,323 votes Charter Amendment votes against: 387,784 votes Equity plan share increase: 375,000 shares +5 more

8 metrics

Charter Amendment votes for 7,719,323 votes Declassify Board of Directors

Charter Amendment votes against 387,784 votes Declassify Board of Directors

Equity plan share increase 375,000 shares Additional shares under 2018 Equity and Incentive Compensation Plan

Say-on-pay votes for 5,572,215 votes Advisory approval of executive compensation

Say-on-pay votes against 2,277,201 votes Advisory approval of executive compensation

Auditor ratification votes for 9,647,501 votes Grant Thornton LLP as 2026 auditor

Director highest votes for 7,582,585 votes John Mutch director election

Director lowest votes for 6,068,770 votes Sue Ann R. Hamilton director election

Key Terms

Broker Non-Votes, declassify the Company’s Board of Directors, non-binding advisory basis, independent registered public accounting firm, +1 more

5 terms

Broker Non-Votes financial

"Director | For | Withhold | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

declassify the Company’s Board of Directors regulatory

"to declassify the Company’s Board of Directors (the “Charter Amendment Proposal”)"

non-binding advisory basis regulatory

"The approval of, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm regulatory

"as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Equity and Incentive Compensation Plan financial

"2018 Equity and Incentive Compensation Plan (a) to increase the number of shares"

Understanding 8-K Material Events →

0000101984false00001019842026-05-192026-05-19

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						Restated Certificate of Incorporation of Universal Electronics Inc., as amended through May 19, 2026.
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

FAQ

What did Universal Electronics Inc. (UEIC) stockholders approve regarding the Board structure?

Stockholders approved an amendment to declassify the Board of Directors. Beginning with the 2027 annual meeting, all directors will be elected annually instead of serving staggered multi‑year terms, increasing ongoing accountability to UEIC stockholders.

How did UEIC stockholders vote on the declassification Charter Amendment Proposal?

The Charter Amendment Proposal received 7,719,323 votes for, 387,784 against, and 27,927 abstentions. There were also 1,635,451 broker non‑votes. This strong support enabled Universal Electronics to move to annual director elections starting in 2027.

What changes were made to UEIC’s 2018 Equity and Incentive Compensation Plan?

Stockholders approved an amendment and restatement of the 2018 Equity and Incentive Compensation Plan. The changes increased the shares of common stock available for issuance by 375,000, extended the plan’s term, and added other updates consistent with current compensation and governance practices.

How did Universal Electronics (UEIC) stockholders vote on executive compensation?

On a non-binding advisory basis, stockholders approved named executive officer compensation. The vote was 5,572,215 for, 2,277,201 against, and 285,618 abstentions, with 1,635,451 broker non‑votes, indicating overall support but with a notable minority opposition level.

Who was ratified as UEIC’s independent auditor for 2026 and how was the vote?

Stockholders ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026. The ratification vote totaled 9,647,501 for, 104,381 against, and 18,603 abstentions, reflecting broad support for the existing audit relationship.

Which director nominees were elected to Universal Electronics’ Board at the 2026 meeting?

Stockholders elected Class II directors Michael D. Burger, Satjiv S. Chahil, Sue Ann R. Hamilton, John Mutch, and Eric B. Singer. Support ranged from 6,068,770 to 7,582,585 votes for each nominee, along with 552,449 to 2,066,264 withhold votes and 1,635,451 broker non‑votes.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 270.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB