SEC Form DEF 14A filed by United-Guardian Inc.

 

 

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

_______________________

 

To Be Held On May 13, 2026

 

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Dear Stockholder,

 

You are hereby notified that the 2026 Annual Meeting of Stockholders (“Annual Meeting”) of UNITED-GUARDIAN, INC. (the “Company”), will be held on Wednesday, May 13, 2026 at 10:00 A.M. Eastern Time. The Annual Meeting will be a virtual meeting only and will be held via a Zoom videoconference. Stockholders will not be able to physically attend the meeting.

 

The virtual meeting can be accessed by using either of the following links:

 

(1)

https://us06web.zoom.us/j/86093958226?pwd=1YD4fYLenaRDpp6qbIDYCkgyW3EeuI.1

 

OR

 

(2)

https://bit.ly/4s4iCjg

 

Any stockholder who is unable to join the online meeting can also participate by telephone by dialing (929) 205-6099 and using the Zoom Meeting ID: 860 9395 8226 and the Passcode: 178404.

 

The Annual Meeting is being held for the following purposes:

 

1.	To elect seven (7) directors to serve until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified;

 

2.	To hold an advisory vote on the frequency of voting on the compensation paid to the Company’s named executive officers;

 

3.	To hold an advisory vote relating to the compensation of the Company’s named executive officers;

 

4.	To ratify the appointment of Grassi & Co., CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

 

5.	To transact such other matters as may properly come before the meeting or any adjournment thereof.

 

Only stockholders of record at the close of business on March 30, 2026 are entitled to notice of and to vote at the Annual Meeting.

 

It is important that your shares be represented and voted at the Annual Meeting. To ensure your representation at the Annual Meeting, a proxy card and business reply envelopes are enclosed for your use. We urge each stockholder to vote promptly by signing and returning his or her proxy card, regardless of the number of shares held. Since this year’s meeting will be a virtual-only meeting, there will not be any in-person voting.

 

	By order of the Board of Directors
Dated: April 6, 2026	/s/ Andrea Young
	Andrea Young
	Secretary

 

 

 

 

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held May 13, 2026: The Proxy Statement, Proxy Card, and Annual Report on Form 10-K for the year ending December 31, 2025 are available on the Company’s website at https://u-g.com/view-annual-meeting/?meeting_year=2026.

 

 

230 Marcus Boulevard • P.O. Box 18050 • Hauppauge, NY 11788 • (631) 273-0900

 

Proxy Statement

 

The enclosed proxy is solicited by the Board of Directors (“Board”) of UNITED-GUARDIAN, INC. (“Company”) for use at the 2026 Annual Meeting of Stockholders (“Annual Meeting”) to be held on Wednesday, May 13, 2026 at 10:00 A.M. Eastern time and at any adjournments thereof. The Annual Meeting will be a virtual meeting only and will be held via a Zoom videoconference.

 

The virtual meeting can be accessed by using one of the following links:

 

(1)

https://us06web.zoom.us/j/86093958226?pwd=1YD4fYLenaRDpp6qbIDYCkgyW3EeuI.1

 

OR

 

(2)

https://bit.ly/4s4iCjg

 

Any stockholder who is unable to join the online meeting can participate by telephone by dialing (929) 205-6099 and using the Zoom Meeting ID: 860 9395 8226 and the Passcode: 178404. Stockholders will not be able to physically attend the meeting.

 

A proxy granted hereunder is revocable at any time before it is voted by (a) a duly executed proxy bearing a later date, or (b) written notice to the Secretary of the Company received by the Company at any time before such proxy is voted at the Annual Meeting.

 

It is anticipated that the mailing of this Proxy Statement, the accompanying proxy card, and our Annual Report to Stockholders on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) will commence on or about April 13, 2026.

 

SOLICITATION OF PROXIES

 

The persons named as proxies are Donna Vigilante and Andrea Young.

 

All shares represented by properly executed, unrevoked proxies received in proper form and in time for use at the Annual Meeting will be voted in accordance with the directions specified thereon and otherwise in accordance with the judgment of the persons designated as proxies.

 

Any proxy on which no direction is specified will be voted in favor of the seven (7) nominees to the Board listed in this Proxy Statement and for the approval of the proposals to: (i) have an advisory stockholder vote every (one) year on the compensation paid to the Company’s named executive officers; (ii) approve the compensation of the Company’s named executive officers; and (iii) ratify the appointment of Grassi & Co., CPAs P.C. (“Grassi”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, but will not be voted in favor of stockholder proposals (if any) included in this Proxy Statement.

 

If any other matters are properly presented at the Annual Meeting for consideration, the persons named as proxies in a properly delivered proxy card will have the discretion to vote on those matters for the stockholder delivering the proxy card. As of the date we filed this Proxy Statement with the Securities and Exchange Commission (“SEC”), the Board was not aware of any other matters to be raised at the Annual Meeting.

 

 

The cost of preparing, assembling, and mailing the Notice of Annual Meeting, Proxy Statement, proxy card, Annual Report, and any other materials enclosed, will be borne by the Company. In addition to the solicitation of proxies by use of the mail, officers and employees of the Company may solicit proxies by telephone or facsimile. They will not receive additional compensation for their effort. The Company will request brokerage houses and other custodians, nominees and fiduciaries to forward soliciting materials to the beneficial owners of stock held of record by such persons and will reimburse such persons for their expenses in forwarding soliciting material. The Company does not anticipate paying any compensation to any other party for the solicitation of proxies.

 

VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS

 

Outstanding Shares and Voting Rights

 

Only holders of record of the Company’s common stock, par value $0.10 per share (“Common Stock”), at the close of business on March 30, 2026, will be entitled to notice of and to vote at the Annual Meeting. As of March 31, 2026, there were 4,594,319 shares of Common Stock outstanding. The holders of a majority of the shares of issued and outstanding Common Stock entitled to vote must be present or represented by proxy at the Annual Meeting to have a quorum. Each outstanding share of Common Stock is entitled to one vote on all matters submitted to a vote at the Annual Meeting. There are no cumulative voting rights.

 

The affirmative vote of the holders of a majority of shares of Common Stock present, in person or represented by proxy, and entitled to vote at the Annual Meeting is required to elect each of the seven (7) director nominees to serve until the next annual meeting of the stockholders and until his or her respective successors are duly elected and qualified. Proxies marked “Abstain” with respect to the election of a director nominee will be considered present and entitled to vote on the matter and, accordingly, will have the effect of a vote against such director nominee.

 

The affirmative vote of the holders of a majority of shares of Common Stock present, in person or represented by proxy, and entitled to vote at the Annual Meeting is required to approve, on an advisory basis, the compensation of the Company’s named executive officers and to ratify the appointment of Grassi as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. Proxies marked “Abstain” with respect to these proposals will be considered present and entitled to vote and, accordingly, will have the effect of a vote against such proposals.

 

With respect to the advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, stockholders may vote to hold such vote every one year, two years, or three years. The frequency option that receives the highest number of votes cast by stockholders will be considered the frequency preferred by the Company’s stockholders. Proxies marked “Abstain” will not be considered votes cast with respect to this proposal and therefore will not affect the outcome of the vote.

 

Any broker holding shares in “street name” on behalf of a stockholder is required to vote those shares in accordance with the stockholder’s instructions. If a stockholder does not provide voting instructions, the broker may vote such shares only with respect to a proposal that is considered “routine” under applicable rules. For proposals that are not considered “routine,” the broker may not vote such shares, which are referred to as “broker non-votes.”

 

The ratification of the appointment of Grassi is considered a “routine” proposal. The election of directors, the advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, the advisory vote on the compensation of the Company’s named executive officers, and stockholder proposals, if any, are considered non-routine proposals.

 

Under Delaware law, shares as to which a stockholder abstains authority from voting and broker non-votes will be treated as present at the Annual Meeting for the purposes of determining a quorum. Broker non-votes will not be considered votes cast or entitled to vote on any non-routine proposal and, therefore, will have no effect on the outcome of such proposals.

 

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

 

The following table sets forth the shares of the Company’s Common Stock (the only class of stock issued and outstanding), owned beneficially by each person who, as of March 09, 2026, is known by the Company to have owned beneficially more than 5% of the outstanding Common Stock.

 

		Number of				Percent
Name and Address of Beneficial Owner		Shares Owned				of Class
Ken Globus
c/o United-Guardian, Inc.
230 Marcus Blvd., Hauppauge, NY 11788			1,310,573	(1)		28.5%
Dr. Betsee Parker
P.O. Box 2198, Middleburg, VA 20118			310,593	(2)		6.7%
Mario J. Gabelli
One Corporate Center, Rye, NY 10580			254,261	(3)		5.5%

 

	(1)	Consisting of 279,027 shares held directly in his own name, and another 1,031,546 shares held beneficially as follows: 760,000 shares as joint Trustee of the Alfred Globus Testamentary Trust, as to which he has sole voting rights and shared investment power, and 271,546 shares held by his wife.
	(2)	Based on information provided to the Company by a representative of Dr. Betsee Parker.
	(3)	Based on information provided to the Company: 38,000 shares are owned by Gabelli Funds, LLC; 53,761 shares by Teton Advisors, Inc.; and 162,500 shares by GAMCO Asset Management Inc. and GAMCO Investors, Inc, each of the forgoing entities are owned by Mr. Gabelli or other related entities. However, none of foregoing individually reported beneficial ownership of more than 5% of the outstanding shares of the Company’s Common Stock.

 

SECURITY OWNERSHIP OF MANAGEMENT

 

The following information is furnished with respect to ownership of shares of Common Stock as of March 09, 2026, by each named executive officer, each director (which includes all nominees for director) and by all directors and executive officers of the Company as a group (9 persons). Except as otherwise indicated, each beneficial owner has sole voting and investment power.

 

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Ken Globus	1,310,573 (1)		28.5%
Arthur M. Dresner	12,175		*
Lawrence F. Maietta	4,000		*
Peter A. Hiltunen	320		*
Andrew A. Boccone	0		*
S. Ari Papoulias	0		*
Catherine Kolinski	0		*
Andrea Young	0		*
Donna Vigilante	2		*
All Officers and directors as a group (9 persons)	1,327,070		29%

 

	(1)	Consisting of 279,027 shares held directly by Ken Globus, and an aggregate 1,031,546 shares held beneficially as follows: 760,000 shares as joint Trustee of the Alfred Globus Testamentary Trust, as to which Mr. Globus has sole voting rights and shared investment power, and 271,546 shares held by his wife.
	*	Less than one percent (1%).

 

 

 

 

RELATED PARTY TRANSACTIONS

 

The Company has a policy for the approval of “related party” transactions. Under the policy, related parties are defined to include executive officers and directors of the Company and their immediate family members, a stockholder owning in excess of 5% of the Company, and entities in which any of the foregoing have a substantial ownership interest or control. The policy applies to any transactions that exceed or are expected to exceed $50,000 in a single calendar year.

 

The policy provides that the Audit Committee will review transactions subject to the policy and decide whether or not to approve or ratify those transactions. In doing so, the Audit Committee will make a determination as to whether the transaction is in the best interests of the Company and its stockholders, taking into account (a) the benefits to the Company and its stockholders; (b) the extent of the related person’s interest in the transaction; (c) whether the transaction is on terms generally available to an unaffiliated third-party under the same or similar circumstances; (d) the impact or potential impact on a director’s independence in the event the related party is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder or executive officer; and (e) the terms of each transaction. The policy also provides that director and officer compensation that is approved by the Compensation Committee is exempt from this approval process and will be considered to be pre-approved. The policy on related party transactions is set forth within the Audit Committee Charter and can be found on the Company’s website.

 

PROPOSAL ONE

 

ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION

 

Nominees for Election as Directors

 

Seven (7) directors are to be elected at the Annual Meeting to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Set forth in the table below are the names of all persons nominated for election as directors (all of whom are currently directors) by a majority of the Company’s independent directors, the principal occupation or employment of each nominee for at least the past five years, their present positions with the Company, their qualifications to serve as a director, other public company directorships, and the year they were first elected as a director of the Company.

 

Name and Position  with the Company		Age		Principal Occupation, Qualifications, and other Directorships		Year First Elected as Director
Ken Globus Director Chairman of the Board		74		Mr. Globus has served as the Chairman of the Board from September 2009 to present and as President and General Counsel of the Company from July 1988 through October 2022. Additionally, Mr. Globus served as the Chief Financial Officer of the Company from November 1997 to December 2006. He has leadership experience, legal experience from his prior years as an attorney in private practice, business experience, and knowledge of the Company’s operations from over 39 years as General Counsel, Vice President, and then President of the Company. Mr. Globus holds a bachelor’s degree in psychology and English from the State University of New York at Albany, and a Juris Doctor degree from the George Washington University Law School. (3)		1983
Lawrence F. Maietta Director		68		Mr. Maietta serves as a Senior Consultant with the accounting firm PKF O’Connor Davies, LLP, New York, NY and was previously a partner in the same firm from January 1, 2021 to December 31, 2025. Previously, Mr. Maietta was a partner in the accounting firm of Bonamassa, Maietta & Cartelli, LLP, Brooklyn, NY, from 1991 through December 2020; and served as the Company’s Controller from October 1991 to November 1997. He has financial experience, business experience, and an extensive knowledge of the Company’s operations. Mr. Maietta has been a CPA and consultant, preparing financial reports and tax returns for the Company and other clients for more than 40 years. He holds a bachelor’s degree in business administration from Niagara University, and an MBA from Hofstra University. (2)(3)		1994

 

 

 

Arthur M. Dresner Director		84		Mr. Dresner has been Counsel to the law firm of Duane Morris LLP, New York, NY since August 2007. He has leadership experience, legal experience, business experience, and a scientific education and background. From 1998 to 2007 he was partner and previously “Of Counsel” at the law firm of Reed Smith, LLP, New York, NY. For more than 20 years prior, Mr. Dresner was employed by GAF Corporation and its subsidiary, International Specialty Products, Inc., Wayne, NJ, including having been Vice President of corporate development and general management for the last 8 years of his tenure. He holds a bachelor’s degree in engineering from Stevens Institute of Technology, and a Juris Doctor degree from St. John’s University School of Law. (1) (2)		1997
Andrew A. Boccone Director		80		Mr. Boccone has been an independent consultant since 2001. He has extensive leadership and business development experience. For more than 25 years he was employed by Kline & Company, an international business consultancy providing a broad spectrum of business advisory services to Fortune 500 companies in the specialty chemicals, pharmaceutical, and consumer product spaces. He served as the Company's President from 1990-2001. Mr. Boccone holds a bachelor's degree in chemistry from Hofstra University and an MBA from Seton Hall University. (1) (2)		2002
S. Ari Papoulias Director		72		Mr. Papoulias has been the principal of ChemRise LLC, a business advisory firm providing technology, marketing, and financial advice to firms in the chemicals industry, since 2016. From 2006 to 2016, he held the position of Global Marketing Director for Momentive Performance Materials (formerly GE Advanced Materials). From 1987 to 2006, Mr. Papoulias initially served as the Business Manager of Advanced Materials, then Business Director of Industrial Markets, and then Global Marketing Director of Performance Chemicals for International Specialty Products, Inc., Wayne, NJ. He has leadership, business and financial experience combined with a strong scientific background. Mr. Papoulias holds a B.Sc. in Chemical Engineering from the University of Massachusetts, a M.Sc. in Chemical Engineering from the University of Florida, a Ph.D. in Chemical Engineering from Carnegie Mellon University, and an MBA in Finance from New York University. (1)(3)		2016
Catherine Kolinski Director		68		Ms. Kolinski has more than 30 years of experience in the personal care, pharmaceutical, and industrial industries. She has a Bachelor of Science degree in chemistry, completed additional graduate course work in Biochemistry, and has an Executive Business Management Certification. Ms. Kolinski’s most recent position was with Ashland Inc. from 2011 to 2019 as Vice President of North America Consumer Specialties and Global Oral Care. She had responsibilities for sales and customer service in North America for the specialties business and responsibility for the P&L for global oral care which included sales, marketing, and technical services functions. She has extensive experience in the marketing of personal care products with expertise in the negotiation and management of contracts and strategic corporate planning. Ms. Kolinski also worked as a consultant for Geltor Inc., a biotechnology firm, from September 2020 through December 2022.		2024
Donna Vigilante Director		46		Ms. Vigilante has served as the Company’s President from June 2023 to present. Additionally, Ms. Vigilante served as one of the Company’s Vice Presidents from May of 2020 through June of 2023 and the Company’s Research and Development Manager from September 2017 through June of 2023. She has over 20 years of experience with the Company’s operations and has extensive knowledge of the company’s product portfolio. Ms. Vigilante holds a Bachelor of Science degree in biochemistry and a minor in business from Stony Brook University.		2025

 

(1)

Member of Audit Committee

(2)

Member of Compensation Committee

(3)

Member of Investment Committee

 

There are no family relationships between any director and/or officer of the Company.

 

The Board recommends a vote “FOR” the election of the seven (7) nominees named for election as directors.

 

 

 

Legal Proceedings Involving Directors

 

There were no legal proceedings involving the nominees to the Board in the past ten years.

 

Executive Officers

 

Name and Position with the Company		Age		Principal Occupation During the Past Five Years
Donna Vigilante President		46		President and Principal Executive Office of the Company from June 2023 to date; Vice President of the Company from May 2020 until June 2023; Research and Development Manager from September 2017 until June 2023; Research and Development chemist from November 2015 until September 2017.
Peter A. Hiltunen Senior Vice President- Production & Procurement		67		Senior Vice President of the Company from April 2020 to date; Vice President of the Company from July 2002 to April 2020; Production Manager of the Company since 1982.
Andrea Young Principal Financial Officer Controller, Treasurer, and Secretary		57		Secretary of the Company from April 2020 to date; Treasurer and Principal Financial Officer of the Company from May 2018 to date; Controller of the Company from September 2016 to date; Human Resources Manager of the Company from May 2017 to date.

 

Board Leadership Structure

 

The Company is currently led by Donna Vigilante. Ken Globus has served as Chairman of the Board since September 2009 and formerly served as President from 1988 through October 2022. The Board is composed of six independent directors and one non-independent director. The Board has two standing committees composed solely of independent directors: the Audit Committee and the Compensation Committee. The Board also has an Investment Committee, which is composed of three independent directors. Historically, only the Audit Committee has a chairman.

 

The Board does not have a lead director as all of the independent directors have an established knowledge of Company operations and have held leadership positions in their respective professions, both past and present. The independent directors meet in executive session at least twice per year in accordance with NASDAQ guidelines. The Company maintained this leadership structure since its founding. The Board believes that this leadership structure remains effective for the Company considering its size and resources.

 

Affirmative Determinations Regarding Director Independence

 

The Company’s Board has considered the independence of the nominees for election at the Annual Meeting and has affirmatively determined that all of the non-employee nominees for director: Ken Globus, Lawrence Maietta, Arthur Dresner, Andrew Boccone, S. Ari Papoulias and Catherine Kolinski, do not have any material business, family or other relationship with the Company other than as a director, and for that reason qualify as independent under the requirements of NASDAQ. Donna Vigilante does not qualify as independent under the requirements of NASDAQ, due to her current employment with the Company. The NASDAQ corporate governance rules stipulate that a majority of the Board of Directors must be composed of independent directors, and the Company complies with this rule. Lawrence Maietta does receive compensation as an outside accounting consultant in addition to the fees he receives as a director, which disqualifies him from serving on the Audit Committee. However, the Board has determined that the additional compensation is not material and falls well below the thresholds established by NASDAQ and the SEC for determining director independence for purposes other than serving on the Audit Committee.

 

 

Role of the Board in Risk Oversight

 

The Board views risk management as a process designed to identify, manage, and control risks that may adversely affect the Company, so that they are appropriate considering the Company’s size, operations and business objectives. The Company’s risk management policies enable the Company to manage risk within acceptable limits and provide reasonable assurance of optimum corporate performance in the area of risk/return. The Board has ultimate responsibility for oversight of the Company’s risk management processes, and discharges this responsibility through regular reports received from, and discussions with, senior management on all areas of material risk exposure to the Company. These reports and discussions include, among other things, operational, financial, legal and regulatory, strategic and cybersecurity risks. The full Board engages with the appropriate members of senior management to enable its members to understand and provide input to, and oversight of, risk identification, risk management and risk mitigation strategies. In addition, the Company’s Audit Committee is responsible for evaluating and monitoring financial risks and meets regularly in executive session without management present to, among other things, discuss the Company’s risk management culture and processes. While the Board oversees the Company’s risk management, the Company’s senior management is responsible for day-to-day risk management processes.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires the Company’s officers, directors and persons who own more than 10% of a class of the Company’s equity securities to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based on (i) a review of copies of Forms 3, 4, and 5 and any amendments thereto furnished to the Company during and with respect to the fiscal year ended December 31, 2025 and (ii) any written representations signed by reporting persons that no Form 5 is required, the Company believes that all persons subject to the reporting requirements pursuant to Section 16(a) filed the required reports on a timely basis during and with respect to the fiscal year ended December 31, 2025.

 

Director Meetings

 

During the fiscal year ended December 31, 2025, the Board held four regular meetings. Six directors participated in the first two regular directors’ meetings as well as the Annual Meeting of Stockholders. In May 2025, Donna Vigilante was appointed to the Board of Directors, and participated in the two Board meetings that were held after that appointment, along with the other six Board members. Although we have no formal policy about director attendance at the Annual Meeting, the Board’s attendance is encouraged.

 

Audit Committee

 

The Board has a separately designated standing Audit Committee, within the meaning of Section 3(a)(58)(A) of the Exchange Act. The Audit Committee oversees the Company’s accounting and financial reporting processes and the audits of its financial statements and meets with management and the Company’s independent registered public accounting firm to review the scope and results of the audits and the Company’s internal control over financial reporting. Members of the Audit Committee in 2025 were Messrs. Arthur M. Dresner (the Chairman), Andrew A. Boccone, and S. Ari Papoulias. All of the Audit Committee members are independent as defined in the applicable listing standards of NASDAQ, the Company’s stock exchange since March 16, 2009. Under NASDAQ rules, the Board is required to make certain findings about the independence and qualifications of the members of the Audit Committee of the Board. In addition to assessing the independence of the members under NASDAQ rules, the Board also considered the requirements of Section 10A(m)(3) and Rule 10A-3 under the Exchange Act. As a result of its review, the Board determined that the Audit Committee does not have a financial expert. However, S. Ari Papoulias is considered “financially sophisticated” as that term is defined by NASDAQ. Lawrence F. Maietta, a Certified Public Accountant and former member of the Audit Committee, acts as an advisor to the Audit Committee. Mr. Maietta would not be deemed independent for purposes of membership on the Audit Committee. The reason for the absence of a financial expert is that the Board determined that the expense involved did not justify recruiting one, considering Mr. Maietta’s presence as an advisor, and the “financially sophisticated” status of Mr. Papoulias. There were four meetings of the Audit Committee held during the fiscal year ended December 31, 2025. All four members of the Audit Committee attended all four meetings; Donna Vigilante attended all four meetings as the management representative. A copy of the Audit Committee Charter is available on the Company’s website at https://u-g.com/esg.

 

During the fiscal year ended December 31, 2025, the directors who, at the time of the meetings, were deemed independent directors of the Company, Messrs. Lawrence F. Maietta, Arthur M. Dresner, Andrew A. Boccone, S. Ari Papoulias and Catherine Kolinski, held two meetings in executive session without the presence of non-independent directors and management in accordance with NASDAQ rules. All directors who were considered independent at that time were present at both meetings.

 

 

Compensation Committee

 

The Board has a Compensation Committee which recommends to the Board the compensation of corporate officers and key employees for the ensuing year. The members of the Compensation Committee are Messrs. Lawrence F. Maietta, Arthur M. Dresner, and Andrew A. Boccone. Donna Vigilante currently acts as advisor to the Committee representing management. The Committee held two meetings in 2025. Neither management nor the Committee has engaged a consultant to provide advice on compensation. A copy of the Compensation Committee Charter is available on the Company’s website at https://u-g.com/esg.

 

The Compensation Committee meets in March of each year for the purpose of determining the amount, if any, to be paid in bonuses to the Company’s employees in April of each year. The bonuses are based on the Company’s financial results for the previous fiscal year and are determined either by (a) specifying a bonus pool that is allocated to non-manager employees on a pay-to-pay formula, or (b) specifying a percentage increase or decrease to the previous year’s bonuses. Bonuses to managers are determined on an individual basis, based on both individual performance as well as the prior year’s financial results. In addition, the Committee determines the amount of any cost-of-living increase for all employees. The bonuses are paid as a single cash payment.

 

The Compensation Committee does not set compensation of the Board of Directors. Instead, the full Board acts on recommendations made by the independent directors. In its review of director compensation, the Board considers various factors, such as the compensation of directors in other public companies of a similar size, the time spent by Board and Committee members in their service to the Company, and recent changes that may result in an increase or decrease in the responsibilities or time commitment of a Board and/or Committee member.

 

Nomination of Directors

 

The Board does not have a standing Nominating Committee. The full Board fulfills the role of a nominating committee. Final selections are made by a majority of the independent directors. It is the position of the Board that it is appropriate for the Company not to have a separate nominating committee because the size, composition and collective independence of the Board enables it to adequately fulfill the functions of a standing committee. NASDAQ does not require the Company to have a separate nominating committee but does require that Board nominees be selected by either a nominating committee composed solely of independent directors or by a majority of the independent directors.

 

The Board identifies director candidates through a combination of referrals, including by management, existing Board members, and stockholders. Once a candidate has been identified, the Board reviews the individual’s experience and background, and may discuss the proposed nominee with the source of the recommendation. If the independent directors believe it to be appropriate, such directors may meet with the proposed nominee before making a final determination on whether to include the proposed nominee as a member of management’s slate of director nominees submitted to the stockholders for election to the Board. The Board will evaluate stockholder-nominated candidates under the same criteria as director-nominated candidates. The Board has adopted a corporate resolution with regard to the nominating process as discussed above. The Board has no charter for the nominating process.

 

Communication with Stockholders

 

Stockholders wishing to refer director candidates to the Board should do so in writing and they should be delivered to: United-Guardian, Inc., P.O. Box 18050, Hauppauge, NY 11788, Attn: Corporate Secretary.

 

 

Clawback Policy

 

The Company has adopted a compensation recovery policy, in accordance with Rule 10D-1 under the Exchange Act and in accordance with the NASDAQ’s listing rules, relating to the recovery of erroneously awarded compensation in the event that the Company is required to prepare an accounting restatement.

 

 

AUDIT COMMITTEE REPORT

 

In 2025 the Audit Committee of the Board comprised three directors: Arthur M. Dresner, Andrew A. Boccone, and S. Ari Papoulias. All of the Audit Committee members are “independent” as that term is defined in the listing standards of NASDAQ.

 

The Audit Committee assists the Board in fulfilling its oversight responsibilities by reviewing the Company’s consolidated financial reports, its internal financial and accounting controls, and its auditing, accounting and financial reporting processes generally.

 

In discharging its oversight responsibilities regarding the audit process, the Audit Committee reviewed and discussed the audited consolidated financial statements of the Company as of and for the year ended December 31, 2025, with Company management and Grassi, the Company’s independent registered public accounting firm auditors. The Audit Committee received the written disclosures and the letter from Grassi required by applicable requirements of the Public Company Accounting Oversight Board regarding Grassi’s communications with the Audit Committee concerning their independence and discussed with Grassi any relationships which might impair that firm’s independence from management and the Company and satisfied itself as to the auditors’ independence. The Audit Committee reviewed and discussed with Grassi all communications required by generally accepted auditing standards, including Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU section 380).

 

Based upon these reviews and discussions, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for the year ended December 31, 2025, be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC.

 

/s/ Arthur M. Dresner

/s/ Andrew A. Boccone

/s/ S. Ari Papoulias

 

The foregoing Audit Committee Report does not constitute soliciting material and shall not be deemed “filed” with the SEC, incorporated by reference into any other Company filing under the Securities Act of 1933 or the Exchange Act (except to the extent the Company specifically incorporates this Report by reference therein) or subject to the liabilities of Section 18 of the Exchange Act.

 

 

PROPOSAL TWO

 

ADVISORY VOTE ON THE FREQUENCY OF VOTING ON THE

COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

 

Section 14A of the Exchange Act requires that the Company include in its proxy statement an advisory (non-binding) vote on the compensation of its named executive officers. Section 14A also requires the Company to include in its proxy statement at least every six years an advisory vote regarding the frequency with which the advisory vote on named executive officer compensation should be held. The Board has included in each of its Proxy Statements, beginning with the Proxy Statement for the 2013 Annual Meeting of Stockholders, an advisory vote on named executive officer compensation and currently plans to continue to seek an advisory vote on executive compensation every year. Stockholders will be able to specify one of four choices for this proposal on the proxy card or voting instruction: one year, two years, three years, or abstain.

 

We are asking you to vote to approve the adoption of the following resolution:

 

RESOLVED: That the stockholders of the Company approve, on a nonbinding, advisory basis, the holding of an advisory vote on compensation paid to the Company’s named executive officers, every year.

 

The Board believes this approach aligns with the interests of stockholders by providing stockholders the opportunity to cast a vote regarding the compensation decisions made by the Compensation Committee each year. The Board believes that an annual vote provides the most direct communication and clarity and avoids delays.

 

The Board recommends that you vote for “ONE YEAR” as the preferred frequency for the approval of the non-binding advisory resolution of the future compensation of the Company’s named executive officers.

 

 

 

 

PROPOSAL THREE

 

ADVISORY VOTE ON THE

COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS 

 

Pursuant to Section 14A of the Exchange Act, we are including a proposal for our stockholders to vote to approve, on a nonbinding, advisory basis, the compensation of those of our executive officers disclosed pursuant to Item 402 of Regulation S-K in this proxy statement. Stockholders will be able to specify one of three choices for this proposal on the proxy card or voting instruction: for, against, or abstain from the proposal to approve on an advisory basis the compensation of our named executive officers.

 

Our executive compensation is designed to reward executive performance that contributes to our success and increases stockholder value, while encouraging behavior that is in our and our stockholders’ best interests.

 

We are asking you to vote to approve the adoption of the following resolution:

 

RESOLVED: That the stockholders of the Company approve, on a nonbinding, advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K.

 

The stockholder vote on the proposal to approve the compensation paid to the Company’s named executive officers is advisory and nonbinding and serves only as a recommendation to our Board. To the extent there is a significant vote against the compensation of the named executive officers, the Board will consider stockholder concerns and the Compensation Committee will evaluate what actions, if any, may be necessary or appropriate to address those concerns.

 

The Board recommends that you vote “FOR” the proposal to approve the compensation paid to the Company’s named executive officers.

 

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

 

Summary Compensation Table

 

Executive Officers

 

The following table sets forth for the years ended December 31, 2025 and December 31, 2024, certain information concerning the compensation awarded to, earned by or paid to the Company’s principal executive officer and the three most highly compensated executive officers other than the principal executive officer:

 

Name and principal position	Year	Salary ($)	Bonus(1) ($)	All other  compensation(2) ($)	Total ($)
Donna Vigilante	2025	241,939	70,000	9,400	321,339
President	2024	223,335	50,000	24,530	297,865
Andrea Young
Chief Financial Officer	2025	179,484	32,000	8,565	220,049
Controller, Treasurer, Secretary	2024	166,585	25,000	17,443	209,028
Peter A. Hiltunen
Senior Vice President	2025	196,252	25,000	8,835	230,087
Production Manager	2024	192,337	21,350	19,185	232,872

 

	(1)	The payment of executive bonuses is at the discretion of the Company’s Board of Directors. The amounts of such bonuses are determined by the Company’s Compensation Committee and are based on the financial results of the previous fiscal year.
	(2)	In 2025 and 2024, under the Company’s 401(k) plan for all its employees, the Company made a contribution of up to 4% of each employee’s salary, matching an employee’s elective deferral of up to 4% of salary. In addition, in 2009 the Company began making a discretionary contribution to all employees’ 401(k) accounts based on a formula that qualifies the 401(k) plan under Internal Revenue Service (“IRS”) Safe Harbor provisions. These amounts include the Company’s contribution for the year ended December 31, 2024, however, there was no discretionary contribution made by the Company for the year ended December 31, 2025.

 

 

 

Employment Arrangements with Our Named Executive Officers

 

Each of our current named executive officers are employed at-will and their compensation is reviewed periodically and subject to the discretion of our Board of Directors and Compensation Committee.

 

During 2023, an employment agreement was in place for our former CEO and President, Beatriz Blanco. In accordance with this agreement, Ms. Blanco was entitled to certain payments upon her separation from employment with the Company. In June 2023, Ms. Blanco’s employment with the Company was terminated. In connection with her separation agreement dated June 22, 2023, Ms. Blanco was entitled to certain payments of accrued paid time off as well as severance pay. The Company fulfilled their obligations under both the employment and separation agreements and no other payments are due.

 

Pay Versus Performance

 

The following table sets forth for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 certain information concerning the compensation of the Company’s executive officers and the Company’s financial performance:

 

Fiscal Year(1)	Summary Compensation Total for PEO(2)  ($)	Compensation Actually Paid to PEO(2) ($)	Summary Compensation Total for PEO(3) ($)	Compensation Actually Paid to PEO(3)  ($)	Average Summary Compensation for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs  ($)	Total Shareholder Return  ($)	Net Income ($)
2025	321,339	321,339	---	---	225,068	225,068	(3.01)	2,105,738
2024	297,865	284,406	---	---	220,950	210,791	2.96	3,250,875
2023	221,859	210,124	200,582	200,582	198,233	187,646	(3.33)	2,581,370

 

(1)

The following are the respective names of the PEOs and NEOs by fiscal year:

 

Fiscal 2025 – PEO: Donna Vigilante. NEOs: Peter Hiltunen and Andrea Young

 

Fiscal 2024 – PEO: Donna Vigilante. NEOs: Peter Hiltunen and Andrea Young

 

Fiscal 2023 – PEOs: Beatriz Balance (January 2023 – June 2023); Donna Vigilante (June 2023 – December 2023). NEOs: Peter Hiltunen and Andrea Young

 

(2)

Amounts reported in this column represent total compensation for Donna Vigilante, as reported in the Summary Compensation Table.

 

(3)

Amounts reported represent the total compensation for Beatriz Blanco, and includes certain payments made pursuant to the Separation Agreement between the Company and Ms. Blanco dated June 22, 2023.

 

 

Pay Versus Performance Narrative

 

The Company utilizes corporate performance, specifically annual corporate net income, to align executive compensation with its short and long-term performance. Annual bonuses are determined based on the annual net income of the Company in addition to fulfillment of corporate goals and objectives as another element in determining executive compensation.

 

 

Pension Plans

 

The Company sponsors a 401(k) defined contribution plan (“DC Plan”) that provides for a dollar-for-dollar employer matching contribution of up to 4% of each employee’s pay that is deferred under the DC Plan. Employees become fully vested in employer matching contributions immediately. Company 401(k) matching contributions were approximately $101,000 for the year ended December 31, 2025 and $84,000 for the year ended December 31, 2024.

 

In 2025, employees were able to defer up to $23,500 of their annual pay as a pre-tax investment in the 401(k) plan (plus an additional $7,500 for employees over the age of 50), in accordance with limits set by the IRS. In 2024, employees were able to defer up to $23,000 of their annual pay as a pre-tax investment in the 401(k) plan (plus an additional $7,500 for employees over the age of 50), in accordance with limits set by the IRS.

 

The Company can also elect to make discretionary contributions to each employee’s account based on a “pay-to-pay” safe-harbor formula that qualifies the 401(k) plan under current IRS regulations. In November 2025, the Company’s Board elected not to fund a discretionary contribution due to the Company’s reduced sales and earnings. In November 2024, the Company’s Board authorized discretionary contributions of $115,000, to be allocated among all eligible employees for the 2024 plan year. The Company’s contribution for 2024 was paid into the DC plan in February 2025. The allocated amounts for FY-2024 were distributed into each employee’s account in February 2025. Employees become vested in the discretionary contributions as follows: 20% after two years of employment, and 20% for each year of employment thereafter until the employee becomes 100% vested after six years of employment.

 

All the persons named in the Summary Compensation Table participated in the DC Plan. All persons who participated were fully vested as of December 31, 2025.

 

Outstanding Equity Awards at Fiscal Year-End

 

As of December 31, 2025, there were no outstanding equity awards held by the persons named in the Summary Compensation Table above.

 

Policies and Practices Related to the Timing of Equity Awards

 

It is the policy of the Board and the Compensation Committee to not take material non-public information into account when determining the timing of equity awards in order to take advantage of a depressed stock price or an anticipated increase in stock price. Additionally, it is our practice not to time the release of material non-public information based on equity award grant dates or for the purpose of affecting the value of executive compensation.

 

Director Compensation

 

During 2025 and 2024, the annual retainer paid to each non-employee director was $54,000 and $50,000, respectively, and was paid quarterly. There was no additional compensation paid to Directors for participating in any of the Company’s committees and there are no fees paid for meetings of the independent directors.

 

The following table sets forth for the fiscal year ended December 31, 2025, certain information concerning the compensation paid to directors of the Company who are not “named executive officers” (as such term is defined in Item 402(m)(2) of Regulation S-K):

 

Name	Fees earned or paid in cash ($)	All other compensation ($)	Total ($)
Lawrence F. Maietta	54,000	22,438(1)	76,438
Arthur M. Dresner	54,000	-	54,000
Andrew A. Boccone	54,000	-	54,000
S. Ari Papoulias	54,000	-	54,000
Ken Globus	54,000	-	54,000
Catherine Kolinski	54,000	-	54,000

 

(1)

Consulting fees paid to PKF O’Connor Davies, LLP, New York, NY, of which Lawrence F. Maietta was a former partner, for work performed by Mr. Maietta in connection with his review of the Company’s quarterly and annual financial statements and corporate tax returns.

 

 

 

PROPOSAL FOUR

 

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

 

The firm of Grassi & Co. CPAs P.C. (“Grassi”), headquartered in Jericho, N.Y., has been appointed by the Audit Committee of the Board to be the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The appointment of such firm is subject to ratification by the stockholders at the Annual Meeting. Management believes that the firm is well qualified and recommends a vote in favor of the ratification. Representatives of Grassi are expected to be present at the Annual Meeting and will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.

 

Neither the Company’s bylaws nor the governing documents or law require stockholder ratification of the selection of Grassi as the Company’s independent registered public accounting firm. However, this proposal is being submitted to the stockholders as a matter of good corporate practice. If the stockholders do not ratify Grassi, the appointment of another firm of independent certified public accountants may be considered by the Audit Committee. Even if Grassi is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that doing so is in the best interests of the Company and its stockholders.

 

The Board recommends that you vote “FOR” the ratification of the appointment of Grassi to serve as the Company’s independent accountants for the fiscal year ending December 31, 2026.

 

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

The aggregate fees that have been or are expected to be billed by Grassi, our principal accountants, for the quarterly reviews of our financial statements for 2025 and the audit of our financial statements for the 2025 fiscal year are approximately $119,000. The Company anticipates that its fees for FY-2026 will be approximately $125,000.

 

The aggregate fees that were billed by Grassi, our principal accountants, for the quarterly review of our financial statements for 2024 and the audit of our financial statements for the 2024 fiscal year were approximately $111,000

 

Audit-Related Fees

 

During 2025 and 2024 there were no fees paid to Grassi in connection with the Company’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

 

No other fees were billed by Grassi for the last two years that were reasonably related to the performance of the audit or review of the Company’s financial statements and not reported under “Audit Fees” above.

 

Tax Fees

 

There were no other fees billed by Grassi during the last two fiscal years for professional services rendered for tax compliance, tax advice, or tax planning. Accordingly, none of such services were approved pursuant to pre-approval procedures or permitted waivers thereof.

 

All Other Fees

 

There were no non-audit-related fees billed to the Company by Grassi in 2025 or 2024.

 

 

Pre-approval Policies for Audit Services

 

Engagement of accounting services by the Company is not made pursuant to any pre-approval policies or procedures. The Company believes that its accounting firm is independent because all of its engagements by the Company are approved by the Company’s Audit Committee prior to any such engagement.

 

The Audit Committee of the Company’s Board meets periodically to review and approve the scope of the services to be provided to the Company by its independent accountant, as well as to review and discuss any issues that may arise during an engagement. The Audit Committee is responsible for the prior approval of every engagement of the Company’s independent auditors to perform audit and permissible non-audit services for the Company (such as quarterly reviews, tax matters, consultation on new accounting and disclosure standards and, in future years, reporting on management’s internal controls assessment).

 

Before the auditors are engaged to provide those services, the Chief Financial Officer will make a recommendation to the Audit Committee regarding each of the services to be performed, including the fees to be charged for such services. At the request of the Audit Committee the independent auditors and/or management shall periodically report to the Audit Committee regarding the extent of services being provided by the independent auditors, and the fees for the services performed to date.

 

ANNUAL REPORT TO STOCKHOLDERS

 

The Annual Report to Stockholders for the fiscal year ended December 31, 2025 accompanies this Proxy Statement. The Annual Report contains financial and other information about the Company but is not incorporated into this Proxy Statement and is not deemed to be a part of the proxy soliciting material.

 

STOCKHOLDER PROPOSALS

 

In accordance with Rule 14a-8 of the Exchange Act, stockholder proposals intended for inclusion in the Company’s proxy statement for the 2027 Annual Meeting (expected to be held in May 2027) must be received by the Secretary of the Company at the Company’s principal executive offices no later than December 14, 2026 and must satisfy the other requirements of Rule 14a-8. For stockholder proposals not submitted pursuant to Rule 14a-8, in order to be properly brought before the 2027 Annual Meeting, such proposals must be received by the Secretary of the Company at the Company’s principal executive offices no later than March 1, 2027. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 15, 2027.

 

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

 

The Board has adopted the following procedure for stockholders to send communications to the Board other than stockholder proposals for consideration at the annual meeting of stockholders which should be submitted to our Corporate Secretary. Stockholders who wish to send communications to directors should refer to the Company’s website at: www.u-g.com and direct those communications to Mr. Arthur M. Dresner, Chairman of the Audit Committee, whose email address is posted there. Periodically, all communications sent to Mr. Dresner but addressed to other Board members will be forwarded to that Board member by Mr. Dresner.

 

CODE OF ETHICS

 

The Company has adopted a Code of Business Conduct and Ethics that applies to all officers, directors, and employees serving in any capacity to the Company, including the Chief Executive Officer and/or President, Chief Financial Officer, and Principal Accounting Officer. A copy of the Company's Code of Business Conduct and Ethics is available on the Company’s website at http:// u-g.com/esg.

 

HOUSEHOLDING OF PROXY MATERIALS

 

The Securities and Exchange Commission permits companies and intermediaries such as brokers to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding”, potentially provides extra conveniences for stockholders and cost savings for companies.

 

 

Although we do not intend to household for our stockholders of record, some brokers household our proxy materials, delivering a single set of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate set of proxy materials, or if you are receiving multiple sets of proxy materials and wish to receive only one, please notify your broker. Stockholders who currently receive multiple sets of the proxy materials at their address and would like to request householding of their communications should contact their broker.

 

OTHER BUSINESS

 

Management of the Company knows of no business other than that referred to in the foregoing Notice of Annual Meeting and Proxy Statement that may come before the Annual Meeting.

 

 

 

	By order of the Board of Directors
		/s/ Andrea Young
		Andrea Young
		Secretary

 

Dated: April 6, 2026

 

 

THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025, INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, BUT EXCLUDING EXHIBITS, TO EACH STOCKHOLDER WHO REQUESTS THE 10-K IN WRITING ADDRESSED TO: ANDREA YOUNG, CORPORATE SECRETARY, UNITED-GUARDIAN, INC., P. O. BOX 18050, HAUPPAUGE, NEW YORK 11788.