United-Guardian Inc. filed SEC Form 8-K: Leadership Update, Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits
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On May 15, 2025, the Board of Directors (the “Board”) of United-Guardian, Inc. (the “Company”) appointed Donna Vigilante, the Company’s President to serve on the Board, effective immediately. Ms. Vigilante will serve until her term expires at the next Annual Meeting of Stockholders. Ms. Vigilante will not receive additional compensation in connection with her appointment to the Board.
There are no family relationships between Ms. Vigilante and any director or officer of the Company and she was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. There are no transactions between Ms. Vigilante and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.
On May 21, 2025, the Company issued a press release announcing the appointment of Ms. Vigilante to the Board. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On May 15, 2025, the Board approved and adopted certain amendments to the Company’s Code of Ethics (the “Code”), effective as of that date. The Code applies to all officers, directors, and employees of the Company.
The material changes to the Code include updates to reflect current administrative roles and responsibilities, revisions to certain governance provisions to better align with the Company’s existing practices, and the removal of duplicative language and other clarifying edits.
The foregoing description of the amendments is qualified in its entirety by reference to the full text of the amended Code, which is filed as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated herein by reference. The amended Code is also available on the Company’s website at https://u-g.com/esg/.
The amendments are intended to clarify existing policies and reflect current organizational practices and do not constitute, or result in, a waiver of any provision of the Code applicable to any officer, director, or employee of the Company.
(d) Exhibits
| Exhibit No. | Description | |||
| 14.1 | Code of Ethics | |||
| 99.1 | Press Release dated May 21, 2025 | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| United-Guardian, Inc. | ||
| Date: May 21, 2025 | By: | /s/ Donna Vigilante |
| Donna Vigilante | ||
| President | ||