Ultra Clean Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$UCTT
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): | ||
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s Telephone Number, Including Area Code: | ||
| N/A | ||
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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.
On May 21, 2025 , at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Ultra Clean Holdings, Inc. (the “Company”), the stockholders of the Company considered and approved three proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2025.
The vote results detailed below represent the final results as certified by the Inspector of Elections:
Proposal 1
Election of directors for a one-year term.
| Director | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Clarence L. Granger | 37,343,219 | 423,219 | 155,219 | 3,776,602 | ||||||||||
| David T. ibnAle | 28,000,387 | 9,758,241 | 163,029 | 3,776,602 | ||||||||||
| Emily M. Liggett | 36,126,858 | 1,369,458 | 425,341 | 3,776,602 | ||||||||||
| Thomas T. Edman | 28,016,111 | 9,742,251 | 163,295 | 3,776,602 | ||||||||||
| Ernest E. Maddock | 25,194,126 | 12,560,868 | 166,663 | 3,776,602 | ||||||||||
| Jacqueline A. Seto | 36,149,161 | 1,615,228 | 157,268 | 3,776,602 | ||||||||||
| Joanne Solomon | 37,695,203 | 64,713 | 161,741 | 3,776,602 | ||||||||||
Proposal 2
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal 2025.
| For | Against | Abstain | ||||||
| 41,326,442 | 196,026 | 175,791 | ||||||
Proposal 3
Approval, by non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 28,129,612 | 8,695,402 | 1,096,643 | 3,776,602 | ||||||||
SIGNATURES
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.
| ULTRA CLEAN HOLDINGS, INC. | |||||||||||
| Date: | May 27, 2025 | By: | /s/ Paul Y. Cho | ||||||||
| Name: Paul Y. Cho Title: General Counsel and Corporate Secretary | |||||||||||