This proxy statement contains information concerning our Annual Meeting of Stockholders ("Annual Meeting") to be held on Tuesday, June 9, 2020, beginning at 4:00 p.m. (Pacific Daylight Time) at our corporate office, 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254, on Tuesday, June 6, 2023, at 1:00 p.m., local time in Scottsdale, Arizona, and at any adjournments or postponements of the meeting. Holders of the Company’sCompany's common stock at the close of business on Tuesday,Wednesday, April 13, 2020,12, 2023, the record date for our Annual Meeting, may vote their shares at the Annual Meeting. Each share owned on the record date is entitled to one vote. At the close of business on the record date, 13,912,15612,857,436 shares of common stock were outstanding.

Your proxy for the meeting is being solicited by our Board of Directors. This proxy statement and our annual report are being mailed to stockholders beginning on or about Monday,Wednesday, April 27, 2020.26, 2023.

At our annual meeting,the Annual Meeting, stockholders will act upon the matters outlined in the notice of meeting provided with this proxy statement, including the following:

In addition, management will respond to questions from stockholders, if any. We are not aware of any other matters that will be brought before our annual meetingthe Annual Meeting for action.

The Board of Directors and management have recognized for many years the need for sound corporate governance practices in fulfilling their duties and responsibilities to our stockholders. Included below are certain corporate governance highlights, including policies we have implemented and other notable governance achievements.

You are being asked to vote on the election of the following director nominees.nominee. Summary biographical information and the committee membershipmemberships and leadershipleaderships of the director nominees is listednominee and the other directors not up for election at this meeting are set forth below. Additional information about the director nomineesnominee can be found beginning on page 5.6.

We strongly believe that executive compensation, both pay opportunities and pay actually realized, should be tied to Company performance and long-term stockholder returns. In 2019,2022, over 71%77% of our CEO's total compensation was in the form of annual and long-term incentives that were tied to the Company's operating results or stock price. Our other NEOs,named executive officers, on average, received approximately 59%62% of their total 20192022 compensation pursuant to the same annual and long-term incentives. Furthermore, the great majority of named executive officer compensation is not guaranteed but subject to annual financial and performance goals or the Company's stock price. The following chart, which is provided as a supplemental disclosure and not as a substitute for the required Pay Versus Performance disclosure later in the proxy statement, demonstrates the close link between Company performance (measured as cumulative total return of the Company’sCompany's common stock for the five-year period beginning January 1, 2015)2018 based on the percentage that the stock price at the end of the years shown represents versus the stock price as of January 1, 2018) and our CEO’sCEO's annual compensation over that same five-year period:

We believe this alignment of executive and stockholder interests is best advanced by observing the following principles in developing compensation programs and implementing compensation decisions:

Our stockholders have expressed broad approval of our compensation programs. At our 20192022 Annual Meeting, of Stockholders, approximately 91%92% of the votes castshares entitled to vote on the say-on-pay proposal were in favor ofvoted to approve our named executive officer compensation.

Historically, we have operated in a highly competitive pricing environment. This past year was no different. It was also a year in which we continued to addressbe impacted by the punitive tariffs lodged against products madeworldwide COVID-19 pandemic, supply chain and transportation issues and reductions in China and substantially completed the transition of many of our products that were manufactured in our China factories and destined for U.S. distributionsales to our factory in Mexico and to our contract manufacturer partners' locations outside of China. In addition, many of our customers continue to transition to next generation products.customers. At the same time, we continued to invest in new products and technologies that we believe will drive strongimproved results in key financial metrics that correlate with long-term stockholder value.

Key strategic initiatives and related achievements for 20192022 are listed below:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE NOMINEES.NOMINEE.

Our board of directors may establish the authorized number of directors from time to time by resolution. The current authorized number of directors is nine. Our board of directors has set the number of directors at seven, effective corporate governance practices that have greatly aidedas of our long-term success. The Board2022 Annual Meeting of Directors and management have recognized for many years the need for sound corporate governance practices in fulfilling their duties and responsibilities to our stockholders.Stockholders. We describe below our key corporate governance policies that enable us to manage our business in accordance with high ethical standards and in the best interests of our stockholders.

Our Code of Conduct applies to each member of our Board of Directors and to all officers and employees of UEI and our subsidiaries wherever located. Our Code of Conduct contains the general guidelines and principles for conducting UEI's business consistent with the highest standards of business ethics. Under our Code of Conduct, our chief executive officer and chief financial officer and(who is also our principal accounting officerofficer) are responsible for creating and maintaining a culture of high ethical standards and of commitment to compliance throughout our Company to ensure the fair and timely reporting of UEI's financial results and condition.

We encourage our employees to report all violations of Company policies and the law, including incidents of harassment, discrimination or foreign corrupt practices. To assist our employees in complying with their ethical and legal obligations and in reporting suspected violations of laws, policies and procedures, management, at the direction of the Board of Directors, has established an independent, third-party "Ethics Hotline".

All members of the Audit, Compensation and Corporate Governance and Nominating Committees must be independent as defined by the Board’s Director Independence Standards. Members of the Audit Committee and Compensation CommitteeCommittees must also satisfy additional independence requirements, which, among other things, provide that they may not accept, directly or indirectly, any consulting, advisory or other compensatory fees from UEI or any of its subsidiaries other than their director compensation.

Management is responsible for assessing and managing UEI’sUEI's exposure to various risks while the Board of Directors has responsibility for the oversight of risk management. Management has an enterprise risk management process to identify, assess and manage the most significant risks facing UEI, including financial, strategic, operational, litigation, compliance and reputational risks.

The Audit Committee has oversight responsibility to review management’smanagement's risk management process, including the policies and guidelines used by management to identify, assess and manage UEI’sUEI's exposure to risk, including cyber-security risks. The Audit Committee also has oversight responsibility for financial risks. The Board has oversight responsibility for all other risks. Management reviews financial risks with the Audit Committee at least quarterly and reviews its risk management process with the Audit Committee on an ongoing basis. Management reviews various significant risks with the Board throughout the year, as necessary and/or appropriate, and conducts a formal review of its assessment and management of the most significant risks with the Board on an annual basis.

Our internal auditor ("Internal Auditor") has direct access to the Audit Committee and is responsible for leading the formal risk assessment and management process within the Company. The Internal Auditor, through consultation with the Company’sCompany's senior management, periodically assesses the major risks facing the Company and works with those executives responsible for managing each specific risk. The Internal Auditor periodically, no less than quarterly, reviews with the Audit Committee the major risks facing the Company and the steps management has taken to monitor and mitigate those risks. The Internal Auditor’sAuditor's risk management report, which is provided in advance of the regularly scheduled Audit Committee meetings, is reviewed by the

entire Audit Committee. The executive responsible for managing a particular risk may also report to the Audit Committee or full Board on how the risk is being managed and mitigated. Throughout the year, the ChairmanChair of the Audit Committee provides the Internal Auditor with performance and development-based feedback.

Management's role to identify, assess and manage risk, and the Board’sBoard's role in risk oversight, have been well defined for many years. The Board’sBoard's role in risk oversight has had no significant effect on the Board’sBoard's leadership structure. However, we believe that the Board’sBoard's leadership structure, with Mr. Arling serving as Chairman and Chief Executive Officer and Mr. Mulligan, serving as our Lead Independent Director, enhances the Board’sBoard's effectiveness in risk oversight due to Mr. Arling’stheir combined extensive knowledge of the Company’sCompany's operations and the industries in which we conduct business.

In addition, the Board has delegated to other committees the oversight of risks within their areas of responsibility and expertise. For example, the Compensation Committee oversees the risks associated with the Company’sCompany's compensation practices, including a periodic review of the Company’sCompany's compensation policies and practices for its employees. The Company has determined there are no risks arising fromthat its compensation policies do not pose any risks that are reasonably likely to have a material adverse effect on the Company. The Corporate Governance and Nominating Committee oversees the risks associated with the Company’sCompany's overall governance and its succession planning process to understand that the Company has a slate of future, qualified candidates for key management positions.process.

The Board has adopted a process by which stockholders and other interested parties may communicate with members of the Board, the Lead Independent Director, committee chairs or the non-managementindependent directors as a group by regular mail. Any communication by regular mail should be sent to Universal Electronics Inc., 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254, to the attention of the applicable director or directors with a copy to the Secretary.

The Board of Directors, has institutedthrough its Corporate Governance and Nominating Committee periodically decides whether to conduct self-assessments of the Board as well as of the Audit, Compensation, and Corporate Governance and Nominating Committees,its various committees, to assist in determining whether the Board and its committees are functioning effectively. Due to the size of the Board and the committees, often times these assessments are done informally. During 2019,2022, the Audit Committee completed its self-evaluation and reviewed and discussed the results with the full Board. During 2023, the Corporate Governance and Nominating Committee will have the full Board and each Committee conduct a formal self-assessment and will discuss each result with the full Board.

We currently have eightseven directors: one is a Class I Director and sevensix are Class II Directors. A Class I Director is a director who is also an employee of UEI and is elected each year at the Annual Meeting of Stockholders to serve a one-year term and a Class II Director is a director who is not an employee and is elected every even-numbered year at the Annual Meeting of Stockholders to serve a two-year term.

During 2019,2022, the Board formally met six times.eight times and acted one time by unanimous written consent. Each director is expected to attend each meeting of the Board and those committees on which he or she serves. During 2019,2022, no director attended less than 75% of the aggregate of all Board meetings and meetings of committees on which the director served. We encourage each director to attend every Annual Meeting of Stockholders; however, sinceSince attendance by our stockholders at these meetingsour Annual Meetings has historically been via proxy and not in person, we do not require our independent outside directors have not regularly attendedto attend these meetings. As such, no board members attended last year'sAt the 2022 Annual Meeting, of Stockholders.however, in addition to Mr. Arling attending in person, two independent directors attended virtually.

The Board has three standing committees - Audit, Compensation, and Corporate Governance and Nominating. Each committee is composed entirely of independent directors, as determined by the Board in accordance with applicable NASDAQ listing standards and the Board’sBoard's Director Independence Standards. In addition, Audit Committee and Compensation Committee members meet additional heightened independence criteria applicable to Audit Committee and Compensation Committee members under applicable NASDAQ and Securities and Exchange Commission ("SEC") independence requirements. The table below provides information about the current membership of the committees and the number of meetings held in 2019.

The Audit Committee is primarily concerned with the integrity of our financial statements, our compliance with legal and regulatory requirements, the independence, qualification, and performance of the independent registered public accounting firm and the performance of our Internal Auditor. The Audit Committee’sCommittee's functions include:

The independent registered public accountants and the Internal Auditor each have unrestricted access to the Audit Committee, and the members of the Audit Committee have unrestricted access to each of the independent registered public accountants and the Internal Auditor.

All of the Audit Committee members are financially literate. The Board has determined that Mr. Zinser is qualified as an "audit committee financial expert" within the meaning of applicable SEC regulations.

The Audit Committee reviews our financial reporting process on behalf of the Board of Directors and while management has the primary responsibility for the financial statements and the reporting process, our independent registered public accountants are responsible for expressing an opinion on the conformity of our audited financial statements to accounting principles generally accepted in the United States, in all material respects.

In this context, the Audit Committee hereby reports as follows:

The following individuals served as a member of our Compensation Committee during the fiscal year 2022: Sue Ann R. Hamilton (Chair), Satjiv S. Chahil, Gregory P. Stapleton (until his retirement in June 2022), and Edward K. Zinser, none of who have ever been an executive officer of the Company or had or have a relationship requiring disclosure by the Company under Item 404. Further, none of our executive officers serves or has served on the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

The Corporate Governance and Nominating Committee assists the Board in identifying qualified individuals to become board and committee members, considers matters of corporate governance and assists the board in evaluating the Board’sBoard's effectiveness. Among other things, the Corporate Governance and Nominating Committee:

The Corporate Governance and Nominating Committee will consider director candidates recommended by our stockholders. Stockholders recommending candidates for consideration by the Corporate Governance and Nominating Committee should send their recommendations to our Secretary at Universal Electronics Inc., 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254. The recommendation must include the candidate’scandidate's name, biographical data and qualifications.

Any such recommendation should be accompanied by:

The Corporate Governance and Nominating Committee will evaluate director candidates recommended by stockholders, if any, based on the same criteria used to evaluate candidates from other sources. The Corporate Governance and Nominating

Committee may employ professional search firms (for which we would pay a fee) to assist in identifying potential Board members with the desired skills and disciplines.

The Company does not maintain a formal diversity policy for Board membership, however, the Board believes that the directors, considered as a group, should provide a mix of backgrounds, experience, knowledge, and abilities, and as such is committed to be comprised of a diverse selection of individuals who bring their personal and professional experiences to bear in order to create a constructive debate of competing views and opinions in the boardroom. The Board recognizes that it is through this diversity, not only in background and experience, which the Board defines broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoints, geographic locations, education, skills and expertise, professional and industry experience, but also inand personal characteristics such as(including age, gender race, ethnicity, national origin, and age,race/ethnicity) that will help ensure that the Board best performs its oversight function and more completely represents the interestsdiversity of allthe Company's stockholders, associates, customers, and the communities in which we operate.

Notwithstanding this belief, in carrying out its duties of reviewing the composition of our stockholders. Seeking qualified female and other diverse candidates is a point of emphasis for the Corporate Governance and Nominating Committee.

In addition, each director is required to notify the Chairman and after being vetted bythe Chair of the Corporate Governance and Nominating Committee was recommended for appointment asupon a Class II Directorchange in principal professional responsibilities. The Corporate Governance and was appointedNominating Committee may consider such change of status in recommending to the Board whether the director should continue serving as a member of the Board. The Board encourages, and we will reimburse the costs associated with, directors participating in continuing director education. The Board believes that term limits may result in the loss of Directors aslong-serving directors who over time have developed unique and valuable insights into our business and therefore can provide a significant contribution to the Board.

Experiences, Qualifications, Skills and Attributes of Directors and Nominees

In considering each director nominee and the composition of the Board of Directors as a whole, the Corporate Governance and Nominating Committee utilizes a diverse group of experiences, qualifications, skills and attributes, including diversity in gender, ethnicity and race, that the Corporate Governance and Nominating Committee believes enables a director nominee to make a significant contribution to the Board, UEI and our stockholders. These experiences, qualifications, skills and attributes, which are more fully described below and include management experience, independence, financial expertise, experience in manufacturing/distribution, technical/research and development, international operations, marketing and sales, retail operations and minority/diversity status.

We compete primarily with technology companies in attracting and retaining our non-managementindependent directors. The advice of our non-managementindependent directors has been instrumental in our success. As noted in the overview of director backgrounds above, our current directors have deep experience in technology industries, Silicon Valley innovations and global marketing, telecommunications and subscription services TV, electronic devices manufacturing and marketing, private equity investments in technology, and internet-based consumer services and products. And each time our non-managementindependent directors have been up for re-election, our shareholdersstockholders have recognized their value by overwhelmingly approving their re-election.

Consistent with this technology industry context, our Board of Directors has long held the belief that its compensation for serving as a member of our Board of Directors should be closely tied to the interests of our stockholders, meaning the vast majority of the non-management directors’independent directors' compensation be in equity as opposed to cash. As a result of this belief and in keeping with its charter to periodically review non-management directors’ compensation, at the end of 2017 and early in 2018, the Compensation Committee, with the assistance of Pay Governance, undertook a full review of its then existing compensation program to ensure a harmonization of that program with the interests of our stockholders while developing an overall competitive compensation programcash, yet be positioned to attract and retain qualified members. In addition,When the Compensation Committee also considered recent developments in law, corporate governance, shareholder activism and pay practices regarding boardlast studied independent directors' compensation, programs generally, compensation trends and best practices, competitive pay levels, stockholder view of non-management director compensation practices, effects of recent legal interpretations, and proxy disclosure and compared those with the non-management director compensation program as it consisted at that time.

In addition to their annual compensation, non-managementindependent directors may receive a periodic stock option grant when warranted (for example, upon their initial appointment to the Board of Directors) or to compensate them for stellar past performance or to incentivize them to continue as members of our Board of Directors.

Mr. Arling, who is the Company's Chief Executive Officer and the Company’sCompany's only Class I Director, received no additional compensation for his service as a director during 2019.2022. All directors are reimbursed for travel expenses and other out-of-pocket costs incurred to attend meetings.

For the purposes of meeting this minimum stock ownership requirement, each time-based restricted stock unit is considered as a share of common stock. Stock options and unvested performance-based restricted stock units are not considered towards meeting this requirement.

The Compensation Committee reviews ownership levels of our Directors annually. The requirements for our independent Directors, as well as the average actual ownership levels at December 31, 20192022 of our independent directors, are set forth in the table below. All

The Company has an anti-pledging policy prohibiting all non-managementindependent Directors and executive officers of the Company from holding any shares of the Company’s stock in a margin account and from pledging any such stock as collateral for any loan.loan or holding Company stock in an account that has margin debt. Hedging the Company's stock is generally permitted within prescribed trading windows and otherwise in accordance with the Company's Insider Trading Policy.

As required by Section 14A of the Exchange Act, the Company seeks approval, on an advisory basis, from its stockholders of the compensation of its named executive officers as described in the Compensation Discussion and Analysis section beginning on page 2023 and the Summary Compensation Table and supporting tables and information beginning on page 34.37. The Company designed its compensation programs to help recruit, retain and motivate key executives to deliver the successful operating, financial, and stockholder value performance expected by its investors. The Compensation Committee strongly believes that executive compensation, both pay opportunities and pay actually realized, should be tied to Company performance. In 2019,2022, over 71%77% of our CEO's total compensation was in the form of annual and long-term incentives that were tied to the Company's operating results and stock price. Our otherNon-CEO NEOs, on average, received approximately 59%62% of their total 20192022 compensation pursuant to the same annual and long-term incentives. At last year’syear's Annual Meeting of Stockholders held on June 4, 2019,7, 2022, the say-on-pay advisory vote was overwhelmingly favorable, with approximately 91%92% of all votes cast in favor of approvingshares entitled to vote voting to approve our named executive officer compensation program. AtSubject to the June 5, 2017outcome of the stockholder vote on Proposal 3, we expect to hold our next advisory vote on named executive officer compensation at our 2024 Annual Meeting of Stockholders, 83% of the votes cast were in favor of holding future advisory votes on executive compensation every year. Accordingly, we will include an advisory vote on executive compensation in our proxy materials ever year at least until the next "Say on Frequency" vote.Stockholders.

In deciding how to vote on this proposal, the Board encourages you to read the Compensation Discussion and Analysis section for a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs and the factors considered in making those decisions. In particular, you should consider the following factors, which are more fully discussed in the Compensation Discussion and Analysis:

Accordingly, we are asking our stockholders to vote "FOR" the following resolution:

This advisory vote on named executive officer compensation is not binding on us. However, the Board and the Compensation Committee value the opinion of our stockholders. To the extent there is a significant vote against this proposal, we will seek to determine the reasons for our stockholders' concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns when making future named executive officer compensation decisions.

This section provides a description of our executive compensation philosophy, programs and practices, the compensation decisions the Compensation Committee made under those programs and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the following executives who were our named executive officers ("NEOs") in 2019:

Our compensation programs and practices are designed to help recruit, retain and motivate key executives so that they may deliver the successful operating, financial and stockholder value performance expected by our investors.

The Compensation Committee believes that our compensation program and practices have been instrumentalare consistent with industry standards and the competitive market in which we operate and is generally aimed at supporting achievement of our operating success and performance for stockholders.stockholders over the years. The program emphasizes annual and long-term performance-based incentives so that the vast majority of our NEOs'named executive officers' total compensation is tied to the Company's financial or long-term stock price performance.

In 2019,2022, over 71%77% of our CEO's total target compensation was in the form of annual and long-term incentives that were tied to the Company's operating results or stock price. Our other NEOs,named executive officers, on average, received approximately 59%62% of their total 20192022 target compensation in the same annual and long-term incentives.

The Compensation Committee strongly believes that executive compensation pay opportunities and pay actually realized should be tied to Company performance on an absolute basis, relative to similar technology companies and on competitive pay standards. In addition, realized executive pay should be tied to performance in two key ways: (1) the Company's operating and financial performance and (2) the return to stockholders over time.

Historically, we have operated in a highly competitive pricing environment. This past year was no different. It was also a year in which we continued to addressbe impacted by the punitive tariffs lodged against products madeworldwide COVID-19 pandemic, supply chain and transportation issues and reductions in China and substantially completed the transition of many of our products that were manufactured in our China factories and destined for U.S. distributionsales to our factory in Mexico and to our contract manufacturer partners' locations outside of China. In addition, many of our customers continue to transition to next generation products. At the same time, we continued to invest in new products that we believe will drive strong results in key financial metrics that correlate with long-term stockholder value.customers.