Very truly yours,
	Michael D. PopielecE. Manna, President and Chief Executive Officer

ULTRALIFE CORPORATION

2000 Technology Parkway

Newark, New York 14513

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

JUNE 1, 2016

JULY 19, 2023

Notice is hereby given that the 20162023 Annual Meeting of ShareholdersStockholders of Ultralife Corporation will be held on Wednesday, June 1, 2016July 19, 2023 at 11:9:00 A.M. local timeEastern Time at the Hilton Chicago O’Hare Airport, O’Hare International Airport, Chicago, IL 60666Ultralife Corporation Headquarters located at 2000 Technology Parkway, Newark, New York 14513 for the following purposes:purposes which follow below.

Only shareholdersholders of record of our common stock, par value $.10 per share, at the close of business on April 5, 2016May 25, 2023 are entitled to receive notice of, and to vote at and attend our Annual Meeting. Your vote is important. Whether or not you plan to attend our Annual Meeting, we hope that you will vote as soon as possible. If you received only a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you may vote your shares at the Internet site address listed on your Notice of Internet Availability.Notice. You may also request a paper copy of our proxy materials by visiting the Internet site address listed on yourthe Notice, of Internet Availability, by calling the toll-free number or by sending an e-mail to the e-mail address listed on your Notice of Internet Availability.the Notice. If you received a paper copy of the proxy materials by mail, you may vote your shares by proxy by doing any one of the following: vote at the Internet site address listed on your proxy or voting instruction card; call the toll-free number listed on your proxy or voting instruction card; or sign, date and return in the pre-addressed envelope provided the enclosed proxy or voting instruction card.card in the pre-addressed envelope provided.

By Order of the Board of Directors
	Bradford T. Whitmore,
Chair of the Board of Directors

Newark, New York

Dated: April 22, 2016

TABLE OF CONTENTS

In this Proxy Statement, the terms “Ultralife,” “Company,” “we,” and “our” refer to Ultralife Corporation. This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated into the Proxy Statement by reference.

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our environmental and social goals, commitments and strategies. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We assume no obligations to update any forward-looking statements or information, which speak as of their respective dates.

These materials were first sent or made available to stockholders on May 30, 2023.

IMPORTANT

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE
YOU TO VOTE IN ANY OF THE MANNERS DESCRIBED IN THIS PROXY STATEMENT.
WE ALSO ENCOURAGE BENEFICIAL OWNERS TO FOLLOW THE INSTRUCTIONS PROVIDED BY YOUR

THEIR BROKER REGARDING HOW TO VOTE. YOUR BROKER CANNOT VOTE YOUR SHARES FOR

DIRECTOR NOMINEES OR PROPOSAL 2 UNLESS YOU PROVIDE YOUR BROKER WITH VOTING INSTRUCTIONS. SEE “BROKER

“BROKER VOTING” BELOW FOR MORE INFORMATION.

ULTRALIFE CORPORATION

2000 Technology Parkway

Newark, New York 14513

(315) 332-7100

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

JUNE 1, 2016

TO BE HELD ON JULY 19, 2023

INFORMATION CONCERNING SOLICITATION AND VOTING

We are furnishing this proxy statement to our shareholdersstockholders in connection with our Board of Directors’ solicitation of proxies for use at our 20162023 Annual Meeting of Shareholders,Stockholders, which we refer to in this proxy statement as the Meeting, to be held on Wednesday, June 1, 2016,July 19, 2023 at 11:9:00 A.M. local timeEastern Time and at any adjournments or postponements thereof. The Meeting will be held at Ultralife Corporation Headquarters located at 2000 Technology Parkway, Newark, New York 14513.  As always, we encourage you to vote your shares prior to the Hilton Chicago O’Hare Airport, O’Hare International Airport, Chicago, IL 60666.Meeting.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each shareholderstockholder of record, we are now furnishing proxy materials to our shareholdersstockholders on the Internet. If you received only a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive a printed copy of the proxy materials unless you request a copy. Instead, the Notice of Internet Availability of Proxy Materials will instruct you how to access and review the proxy materials overon the Internet. The Notice of Internet Availability of Proxy Materials will also instruct you as to how you may submit your proxy or voting instruction card over the Internet. If you received only a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting those materials included in the Notice. Generally stockholders will not receive printed copies of the proxy materials unless they request them. The Notice of Internet Availability of Proxy Materials.only identifies the items to be voted on at the Meeting. The Notice explains how to cast your vote.

The Notice of Internet Availability of Proxy Materials iswas first being sent to our shareholdersstockholders on or about April 22, 2016May 30, 2023 and our proxy materials arewere first being made available to our shareholdersstockholders on or about April 22, 2016.May 30, 2023.

You may vote by proxy or in person at the Meeting. If you received only athe Notice of Internet Availability of Proxy Materials by mail, you may vote your shares online by proxy at the Internet site address listed on your Notice of Internet Availability. You may also request a paper copy of our proxy materials by (i) visiting the Internet site address, (ii) calling the toll-free number or (iii) by sending an email to the email address, listed on your Notice of Internet Availability of Proxy Materials.the Notice. If you received a paper copy of the proxy materials by mail, you may vote your shares by proxy by doing any one of the following: vote at the Internet site address listed on your proxy or voting instruction card; call the toll-free number listed on your proxy or voting instruction card; or mail your signed and dated proxy

or voting instruction card to our tabulator in the self-addressed envelope provided.If you vote via the internet or by telephone, do not return your proxy card. Even if you plan to attend the Meeting in person, we recommend that you vote by proxy prior to the Meeting. You can always change your vote as described below.

When a proxy card is returned properly signed and dated, the shares represented thereby will be voted in accordance with the shareholder’sstockholder’s directions. If the proxy is signed, dated and returned without choices having been specified (except in the case of broker non-votes), the shares will be votedFOR the election of each director-nominee named therein andFOR the other proposals identified therein.

You may receive more than one Notice of Internet Availability of Proxy Materials or more than one paper copy of the proxy materials, including multiple paper copies of this proxy statement and multiple proxy or voting instruction cards, depending on how you hold your shares. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice, of Internet Availability of Proxy Materials, a separate e-mail or a separate voting instruction card for each brokerage account in which you hold your shares. If you are a shareholderstockholder of record and your shares are registered in more than one name, you may receive more than one Notice, of Internet Availability of Proxy Materials, more than one e-mail or more than one proxy card. To vote all of your shares by proxy, you must (i) vote at the Internet site address listed on yourthe Notice, of Internet Availability of Proxy Materials, proxy or voting instruction card;card, (ii) call the toll-free number listed on your proxy or voting instruction card;card, or (iii) sign, date and return each proxy card and voting instruction card that you receive.If you vote via the internet or telephone do not also sign, date and return your proxy card.

If for any reason any of the nominees for election as directors become unavailable for election, the holders of the proxies will exercise discretionary authority to vote for substitute nominees proposed by our Board of Directors. A shareholderstockholder has the right to revoke a previously granted proxy at any time before it is voted by filing with our Corporate Secretary a written notice of revocation, or a duly executed later-dated proxy, or by requesting return of the proxy and voting in person at the Meeting.

We will bear the cost of soliciting proxies. In addition to the solicitation of proxies by use of the mails,mail, some of our officers, directors and regular employees, without extra remuneration, may solicit proxies personally or by telephone, email or similar transmission.communication. However, such officers, directors and regular employees may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. We have not engaged a proxy solicitation firm, but we may decide to retain the services of a proxy solicitation firm in the future if we believe it is appropriate under the circumstances. In those situations where the beneficial owner of shares is not the record holder, we will reimburse record holders for reasonable expenses in forwarding proxies and proxy soliciting material to the beneficial owners of the shares.

Only shareholdersstockholders of record at the close of business on April 5, 2016May 25, 2023 are entitled to notice of, and to vote at, the Meeting. As of April 5, 2016,May 25, 2023, there were 15,326,23916,143,193 shares of our common stock, par value $.10 per share, issued and outstanding, each entitled to one vote per share at the Meeting.

Quorum

A majority of the outstanding shares of our common stock, represented in person or by proxy at the Meeting, will constitute a quorum with respect to the voting of proposals submitted to the shareholders,stockholders, as described in this proxy statement. For purposes of determining whether a quorum is present, shareholdersstockholders of record who are present at the Meeting in person or by proxy are considered to be present at the Meeting.

Vote Required

The table below showsdescribes the vote required at the Meeting to approve each of the proposals described in this proxy statement, assuming the presence of a quorum:

Abstentions

Shares that abstain from voting on one or more proposals to be acted on at the Meeting are considered to be present for the purpose of determining whether a quorum exists. Abstentions will have no effect on the election of directors; however, abstentions will have the effect of voting against the other proposalproposals set forth in this proxy statement, because abstentions are deemed to be present and entitled to vote but do not count toward the affirmative vote required to approve the proposal.

Broker Voting

If you own your shares through a broker and do not provide your broker with specific voting instructions, your broker will have the discretion under the rules governing brokers who havehold record ownership of shares that they hold in street name for their clients to vote your shares on routine matters but not otherwise. The only proposal being submitted to the shareholders whichstockholders that is considered routine and as to which brokers may exercise discretion to vote is Proposal 2 concerning ratification of the selection of our independent registered public accounting firm. Brokers will not be permitted to vote shares they hold as nominee in their discretion infor the election of directors.If you want your shares held in your broker account to be counted in the election of directors or proposals 3 and 4, you must provide instructions to your broker on how to vote your shares.

A broker non-vote occurs when shares held by a broker are not voted on a non-routine proposal because the broker has not received voting instructions from the beneficial owner and the broker lacks discretionary authority to vote the shares in the absence of such instructions. Shares subject to broker non-votes are considered to be present for the purpose of determining whether a quorum exists and thus count towards satisfying the quorum requirement but are not counted for purposes of determining the number of shares entitled to vote on non-routine matters. A broker non-vote will have no effect on the election of directors or on the approval of anthe advisory resolution on executive compensation since,resolutions, with respect to non-routine matters,matters. Shares representing broker non-votes will not be counted for purposes of determining the number of shares entitled to vote on such proposals.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors currently has six directors, eachfive of whom hashave been nominated to serve for an additional one-year term. Mr. Singh is not eligible for election at the 2023 Annual Meeting of Stockholders since, in accordance with the Company’s Corporate Governance Principles, he has reached the director mandatory retirement age of seventy (70) prior to the Meeting. If elected, each director standing for election shall serve until the next annual meeting of shareholdersstockholders and until his or her successor shall have been duly elected and qualified. Except for Mr. Manna, none of the individuals nominated for re-election to our Board, is or has been employed by a parent, subsidiary or other affiliate of the Company. The names of, and certain information with respect to, the persons nominated for election as directors are presented below.

Name		Age		Present Principal Occupation, Employment History and Expertise
Michael D. PopielecE. Manna	53	54		Mr. PopielecManna has served as our President and Chief Executive Officer and as a director of the Company since December 30, 2010.November 22, 2022. Mr. PopielecManna has 30 yearsalmost thirty years’ experience in growing domesticthe battery industry, all with Ultralife Corporation. He joined the Company in 1993 and international industrial businesses. Prior to joining us, Mr. Popielec operated his own management consulting business in 2009 to 2010 and was Group President, Applied Technologies in 2008 and 2009 and Group President, Diversified Components from 2005 to 2007 at Carlisle Companies, Inc., a $2.5 billion diversified global manufacturer. Prior to that, from 2003 to 2005, he held various positions, including Chief Operating Officer, Americas, for Danka Business Systems, PLC. From 1985 to 2002, Mr. Popielec heldnumerous leadership positions of increasing responsibility at General Electric Company, culminatingin engineering, operations, product management, research & development and sales. Most recently, Mr. Manna served as President, Battery & Energy Products and continues in his serving asleadership of this business segment. Mr. Manna is a GE corporate officerwell-recognized expert in rechargeable and as Presidentprimary battery cell design across multiple chemistries in both commercial and Chief Executive Officergovernment/defense markets. He has been awarded several patents for the Company and was a key member of GE Power Controls, the European arm of GE Industrial Systems.team that delivered the first Lithium-Ion Polymer Cell to the market. Mr. PopielecManna has a B.S.BS degree in Mechanical EngineeringComputer Science from Michigan State University.Rochester Institute of Technology. Mr. PopielecManna has been nominated for re-electionelection to our Board of Directors because of his operationsbattery industry expertise and his position as President and Chief Executive Officer of the Company.
Janie Goddard	52	Ms. Goddard has been a director of the Company since February 21, 2023. Most recently, Ms. Goddard served as a Divisional Chief Executive for the Environmental and Analysis Sector at Halma plc, a global group of technology companies and as a Divisional Chief Executive of Halma’s Medical and Environmental Sector. Before joining Halma, from 2016 to 2019, Ms. Goddard served as Divisional President of the Detection and Analysis Business Unit at Novanta Inc., where she led a portfolio of solutions for medical device OEMs. Prior to Novanta, Ms. Goddard served in leadership roles at Welch Allyn (acquired by Hill-Rom), Covidien (acquired by Medtronic), and Johnson & Johnson. Ms. Goddard also serves on the board of directors of Methode Electronics, Inc., a public company (NYSE: MEI) that develops and manufactures custom solutions for the transportation (including electric vehicles), industrial and medical markets. She received a B.S. in Business Administration from Washington University in St. Louis and an M.B.A. from Harvard Business School. Ms. Goddard has been nominated for election to our Board of Directors because of her strong track record of P&L leadership within global companies, her background in commercial execution, strategic marketing, and product development and her depth and breadth of experience in growing domesticglobal medical device and international industrial businesses.markets.
Thomas L. Saeli	66	59		Mr. Saeli has been a director of the Company since March 5, 2010. Since March 2011, Mr. Saeli has served as the Chief Executive Officer and since October 2011, as a director of JRB Enterprises, Inc., a diversified manufacturer of primarily commercial and industriallow slope roofing systems.  PriorFrom 2009 to that,2011, Mr. Saeli was a business consultant to international corporate clients on matters involving business development strategies, consolidations, acquisitions and operations.  He previously served as Chief Executive Officer and a member of the Boardboard of Directorsdirectors of Noble International, Ltd., an international automotive supplier of engineered laser-welded steel blanks and roll-formed products, from March 2006supplier. Prior to April 13, 2009 when he resigned those positions. Noble International, Ltd. filed for voluntary relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court, Eastern District of Michigan on April 15, 2009. From 1998 through 2006,that, Mr. Saeli served aswas Vice President of Corporate Development for Lear Corporation, an international automotive supplier of seating, electronics and interior products, where he also served as Vice President of Mergers and Acquisitions.supplier.  Mr. Saeli also serveshas served on the Boardsboards of Directorsvarious privately held businesses and nonprofit organizations. Mr. Saeli has a BA in Economics from Hamilton College, and an MBA in Finance and Accounting from Columbia University’s Graduate School of Advance Capital Management, a mutual fund, and The Beaumont Health System.Business.  Mr. Saeli has been nominated for re-election to our Board of Directors because of his manufacturing, corporate development, mergers and acquisitions and finance experience. Mr. Saeli also qualifies as an audit committee financial expert under applicable SEC rules.

Name		Age		Present Principal Occupation, Employment History and Expertise
Bradford T. Whitmore	66	58		Mr. Whitmore has been a director of the Company since June 2007 and Chair of our Board of Directors since March 2010. Since 1985, he has been the Managing Partner of Grace Brothers Ltd.,LP, an investment firm whichthat holds approximately 3% of the outstanding shares of our common stock. Mr. Whitmore and Grace Brothers Ltd.LP collectively hold or claim beneficial ownership over slightly less than 34%of 37.3% of the outstanding shares of our common stock. Mr. Whitmore has a BS in Mechanical Engineering from Purdue University and an MBA from Northwestern University’s J.L. Kellogg Graduate School of Management. Over the past fiveseveral years, Mr. Whitmore has served as a director of several privately held companies in which Grace Brothers Ltd.LP and its affiliates held investments as well as not-for-profit organizations. Mr. Whitmore has been nominated for re-election to our Board of Directors because of his corporate development expertise and significant expertise in corporate financial matters.

Our Board of Directors has approved the above-named nominees for directors. Our Board of Directors recommends a voteFOR each of these nominees. Unless otherwise directed on your proxy, your shares will be votedFOR each of the above-named nominees for directors.

CORPORATE GOVERNANCE

General

Pursuant to the General Corporation Law of the State of Delaware the state in which we were organized, and our By-laws, our business, property and affairs are managed under the direction of our Board of Directors. Members of our Board of Directors are kept informed of Company business through regular discussions with our President and Chief Executive Officer and our Chief Financial Officer, Treasurer and Treasurer,Secretary, by reviewing materials provided to them by the Company’s management and by participating in meetings of the Board and its committees.

Our Board of Directors has determined that all but one

All of our directors who have been recommended for election, except for Michael D. Popielec, who serves asE. Manna, our President and Chief Executive Officer, and Michael D. Popielec, who previously served as President and Chief Executive Officer and a director of the Company from December 30, 2010 to November 22, 2022, are “independent” for purposes of NASDAQ listing standards of The NASDAQ Stock Market (“NASDAQ”) applicable to the Corporate Development and Governance Committee and the Compensation and Management Committee. In addition, our Board of Directors has determined that all but two of our Directors,except for Michael D. Popielec andE. Manna, Bradford T. Whitmore, our Board Chair, and Michael D. Popielec, who previously served as President and Chief Executive Officer and a director of the Company, all directors are independent“independent” for purposes of NASDAQ listing standards applicable to the Audit and Finance Committee. We believe that the segregation of the roles of Board Chair from that of the President and Chief Executive Officer ensures better overall governance of our Company and provides meaningful checks and balances regarding our overall performance. This structure allows our President and Chief Executive Officer to focus on our business while the Board Chair leads our Board of Directors in establishing corporate policy and enhancing our governance structure and practices. We believe this structure is appropriate for a company with our varied product portfolio addressing both commercial and defense markets.

Our Board of Directors has three standing committees: an Audit and Finance Committee, a Corporate Development and Governance Committee, and a Compensation and Management Committee. During 2015,2022, our Board of Directors held sevenfive meetings and the committees of our Board of Directors held a total of twentythirteen meetings. During 2015,2022, Bradford T. Whitmore served as our Board Chair. As Board Chair, Mr. Whitmore served as a non-voting ex-officio member of all of our Board committees. Each director attended, in person or virtually, at least 75% of the aggregate of: (1)1) the total number of meetings of the Board; and (2)2) the total number of meetings held by all committees of the Board on which he or she served.

Our Board of Directors has adopted a charter for each of the three standing committees that addresses the composition and function of each committee and has also adopted Corporate Governance Principles that address the composition and function of the Board of Directors. These charters and Corporate Governance Principles are available on our website athttp://investor.ultralifecorporation.com under the subheading “Corporate Governance.” Pursuant to our Corporate Governance Principles, it is our policy that directors retire from service at the annual meeting following their 70^th birthday.

Our Board of Directors has determined that all of the directors who serve on these committees are “independent” for purposes of NASDAQ listing standards of NASDAQ, and that the members of the Audit and Finance Committee are also “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, which we refer to in this proxy statement as the Exchange Act.amended. Our Board of Directors based these determinations primarily on a review of the responses of the directors to questions regarding employment, compensation history, affiliations and family and other relationships, and on follow-up discussions.discussions with directors.

Our Board of Directors, consisting of six members, has one director who identifies as “diverse” and one director who identifies as “Female” and “African American or Black” in accordance with NASDAQ listing standards. Ranjit C. Singh, who identifies as “diverse”, will be retiring and not standing for re-election at the Annual Meeting.

Committees of the Board of Directors

The composition and the functions of our three standing committees of our Board of Directors are set forth below. Our Board of Directors will meet subsequent to the Meeting to appoint members of the committees and designate Chairs of those committees from among those individuals elected at the 2023 Annual Meeting of Stockholders to serve on our Board of Directors until the 20172024 Annual Meeting of Shareholders.Stockholders.

Audit and Finance Committee

The current members of the Audit and Finance Committee are Thomas L. Saeli (Chair), Steven M. Anderson andJanie Goddard, Robert W. Shaw II.II and Ranjit C. Singh. This committee selects our independent registered public accounting firm subject to ratification of our full Board of Directors, and has oversight responsibility for reviewing the scope and results of the independent registered public accounting firm’s annual audit of our financial statements and the quality and integrity of those financial statements. Further, the committee reviews the qualifications and independence of the independent registered public accounting firm, andfirm. The Committee meets with our Chief Financial Officer and Treasurer, our Corporate Controller and the independent registered public accounting firm to review matters relating to internal accounting controls, our accounting practices and procedures and other matters relating to our financial condition.condition and has the power to engage outside counsel and other outside experts. The committee also reviews and monitors areas of financial and cybersecurity risk that could have a material impact on our Company. The Audit and Finance Committee met eightfive times during 2015.2022.

Our Board of Directors has determined that each of the members of the Audit and Finance Committee is “financially literate” in accordance with NASDAQ listing standards. In addition, our Board of Directors has determined that Mr. Saeli qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.

Corporate Development and Governance Committee

The current members of the Corporate Development and Governance Committee are Ranjit C. Singh (Chair), Janie Goddard, Thomas L. Saeli and Robert W. Shaw II (Chair), Steven M. Anderson and Ranjit C. Singh.II. This committee works with management to develop corporate strategy and to identify and evaluate acquisition opportunities, reviews the performance and compensation of our directors annually, makes annual recommendations to our Board of Directors for membershipnominations for election to the Board of Directors and committee assignments and for the compensation of our directors, and manages the annual evaluation of the performance of our President and Chief Executive Officer and our Board Chair. The Corporate Development and Governance Committee met eightfour times during 2015.

The Corporate Development and Governance Committee identifies potential nominees for director based on its own research for appropriate candidates as well as on recommendations received by directors or from shareholdersstockholders as described below. The Corporate Development and Governance Committee mayhas the authority to retain an executive search firm to assist in the identification of potential director nominees. The evaluation process and the factors considered in undertaking that evaluation are set forth under the caption “Shareholder“Stockholder Recommendations and Standards for Director Nominations” below.

The Corporate Development and Governance Committee also has overall responsibility for assessing and managing our exposure to risks associated with the conduct of our business.

Compensation and Management Committee

The current members of the Compensation and Management Committee are Robert W. Shaw II (Chair), Janie Goddard, Thomas L. Saeli and Ranjit C. Singh (Chair), Steven M. Anderson and Thomas L. Saeli.Singh. The Compensation and Management Committee has ultimate responsibility for determining the compensation of officers electedappointed by our Board of Directors, granting stock options and restricted stockother equity awards and otherwise administering our equity compensation plans, and approving and administering any other compensation plans or agreements. The Compensation and Management Committee has the authority to retain outside experts in making compensation determinations. Our 2014 Long-Term Incentive Plan (“2014 LTIP”), is administered by the Compensation and Management Committee. The Compensation and Management Committee met four times during 2015.2022.

Shareholder

Stockholder Recommendations and Standards for Director Nominations

As noted above, the Corporate Development and Governance Committee considers and establishes procedures regarding recommendations for nomination to our Board of Directors, including nominations submitted by shareholders.stockholders. Such recommendations, if any, should be sent to our Corporate Secretary, Attn: Philip A. Fain, Ultralife Corporation, 2000 Technology Parkway, Newark, New York 14513. Any recommendations submitted to the Corporate Secretary should be in writing and should include any material the shareholderstockholder considers appropriate in support of that recommendation but must include the information that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of such candidate and a signed consent of the candidate to serve as a director, should he or she be elected. The Corporate Development and Governance Committee evaluates all potential candidates in the same manner, regardless of the source of the recommendation.

Based on the information provided to the

The Corporate Development and Governance Committee with respect toreviews the credentials of potential director candidates, the Corporate Development and Governance Committee will make an initialincluding those recommended by stockholders, in making a determination whether to conduct a full evaluation of a candidate. The Corporate Development and Governance Committee considers the composition, size and sizediversity of the existing Board of Directors, along with other factors such as any anticipated vacancies due to retirement or other reasons and the Company’s need for a person with specific skills, experiences or attributes, in making its determination to conduct a full evaluation of a candidate. As part of the full evaluation process, the Corporate Development and Governance Committee may conduct interviews, obtain additional background information and conduct reference checks of candidates. The Corporate Development and Governance Committee may also ask the candidate to meet with management and other members of our Board of Directors.

In evaluating a director candidate, our Board of Directors, with the assistance of the Corporate Development and Governance Committee, takes into accountconsiders a variety of factors as described in our Corporate Governance Principles, including the particular experience, attributes and skills that would qualify the candidate to serve as a director. The criteria for selection to our Board of Directors, as described in our Corporate Governance Principles, include character and leadership skills; general business acumen and executive experience; knowledge of strategy, finance and relations between business and government; and internal business operations – all to ensure an active and diverse Board of Directors whose members work well together and possess the collective knowledge and expertise required to meaningfully contribute as directors. Our Corporate Development and Governance Committee reviews the qualifications of director candidates with those of our current directors to augment and complement the skill setsskills, experiences and attributes of our current Board members. We believe that itThe Company is important for ourcommitted to a Board of Directors to be comprised of individuals with diverse backgrounds, skills and experiences. Although we do not have a formal diversity policy and identify qualified potential candidates without regard to any particular classification, we believe that possessing a breadth of experience and qualifications, as our Board does, promotes Board diversity.

Annual Meeting Attendance

Our policy is that all of theour directors, absent special circumstances, should participate in our Annual MeetingMeetings of Shareholders,Stockholders, either in attendanceperson or telephonically. All directors, attendedexcept for Ms. Goddard who joined the Board on February 21, 2023, participated in last year’s Annual Meeting of Shareholders as it was followed by a scheduled Board Meeting.Stockholders.

Executive Sessions

Our Corporate Governance Principles require our independent directors to meet in executive session regularly by requiring them to have at least four regularly scheduled meetings per year without management present. Our independent directors met in executive session sevenfour times during 2015.2022. In addition, our standing committees meet in executive session on a regular basis.

Communicating with the Board of Directors

Shareholders

Stockholders interested in communicating directly with our Board of Directors as a group or individually may do so in writing to our Corporate Secretary, Attn. Philip A. Fain, Ultralife Corporation, 2000 Technology Parkway, Newark, New York 14513. The Corporate Secretary will review all such correspondence and forward to our Board of Directors a summary of that correspondence and copies of any correspondence that, in his opinion, deals with the functions of the Board of Directors or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that isare addressed to members of the Board of Directors and request copies of any such correspondence. Any concerns relating to accounting, internal controls or auditing matters will be brought to the attention of the Audit and Finance Committee and handled in accordance with the procedures established by the Audit and Finance Committee with respect to such matters.

Code of Ethics

We have a Code of Ethics applicable to all employees, including our Principal Executive Officer and our Principal Financial Officer (who is also our Principal Accounting Officer)executive officers and all members of our Board of Directors. Our Code of Ethics incorporates the elements of a code of ethics specified in Item 406 of Regulation S-K and also complies with NASDAQ requirements for a code of conduct. ShareholdersStockholders can find a link to this Code of Ethics on our website athttp://investor.ultralifecorporation.com under the subheading “Corporate Governance.”

Our Code of Ethics emphasizes our commitment to conducting business in a legal and ethical manner and encourages prompt and confidential reporting of any suspected violations of law or the Code of Ethics. As part of our Code of Ethics, directors and employees are expected to make business decisions and to take actions based upon the best interests of our Company and not based upon personal relationships or benefits. In conjunction with our Code of Ethics, our General Counsel conducts an annual training session with our Board of Directors with emphasis on all facets of compliance with new and existing regulations and best practices. Any potential conflict of interest, and any transaction or relationship involving our officers or directors that could give rise to a conflict of interest, must be reviewed and resolved by our Corporate Development and Governance Committee.

Related Party Transactions

We have adopted written policies and procedures for the review and approval or ratification of any “related party transaction,” as defined by Regulation S-K, Item 404. The policy provides that each related party transaction must be reviewed by our Audit and Finance Committee. The Audit and Finance Committee reviews the relevant facts and circumstances of the transaction, including if the transaction is on terms comparable to those that could be obtained in arms-length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, taking into account the conflicts of interest and corporate opportunity provisions of our Code of Ethics, and either recommends that the Board of

Directors approve or disapprove the related party transaction. We will disclose all related party transactions, as required, in our filings with the SEC. To our knowledge, noNo reportable transaction existedtransactions occurred during 2015,2022 and 2021, and there are currently no such proposed transactions.

Employee, Officer and Director Hedging

Pursuant to our Insider Trading Compliance Policy, the Company’s directors, officers and employees are prohibited from engaging in short sales of Ultralife securities or from buying or selling put options, call options or other derivatives of Ultralife securities.

Risk Management

Our management team is responsible for assisting the Corporate Development and Governance Committee in its assessment of our exposure to risks associated with the conduct of business. We have an enterprise risk management process to identify, assess and manage the most significant risks facing our company.Company. Our Corporate Development and Governance Committee has overall responsibility to regularly review management’s risk management process, including the policies and guidelines used by management to identify, assess and manage our exposure to risk.risk on an on-going basis. Our Audit and Finance Committee has oversight responsibility for financial risks and other risks that could have a material impact on our Company. Our management reviews these financial risks with our Audit and Finance Committee regularly and reviews the risk management process, as it affects financial risks, with our Audit and Finance Committee on an on-going basis. Based upon this risk assessment and management process, the Board may recommend changes to the operations of the Company to reduce risk.

DIRECTOR COMPENSATION

We presently use cash compensation to attract and retain qualified candidates to serve on our Board of Directors. Our practice is to survey our peer group companies, every three to four yearsgenerally consisting of like-sized micro-cap companies and/or public companies in our industry, periodically to ascertain whether our overall director compensation is appropriate and balanced. If we perceive that there has been a major change in our Company or the market, we may reducealter the period of time between surveys. In setting director compensation, we consider the amount of time that directors spend fulfilling their duties to us, the skill-level required by members of our Board of Directors, and based on an independent review by our external compensation consultant, Grahall & Associates, and other publicly available director compensation data, the compensation paid to directors in similar sizedsimilar-sized organizations in our industry. Our program is designed to deliver annual director compensation at the median levels of director compensation for companies in similar industries and of similar size. As our directors are elected annually in June of each year, ourOur annual director compensation period runs from July 1 to June 30.

Director Cash Compensation

Annual Retainers

Each non-employee director will receive an annual cash retainer of $60,000,$70,040, except for the Board Chair, who will receive an annual cash retainer of $90,000$103,000, for the period July 1, 20152022 through June 30, 2016.2023, the same as the amounts for the period July 1, 2021 through June 30, 2022. These retainers are paid quarterly in cash. In addition, each director who is a member of a Board committee receives an additional cash retainer for such committee service.

Annual retainers for Board committee service as summarized infor the tables below.

For the Periodperiod July 1, 20142022 to June 30, 20152023 were the same as amounts for the period July 1, 2021 through June 30, 2022, as follows:

For the Period July 1, 2015 to June 30, 2016

Annual retainers for both committee members and committee chairs are paid quarterly in cash. For Board and committee service during the fiscal year ended December 31, 2015,2022, we paid our non-employee directors an aggregate $414,268.$399,890.

During 2014, the Compensation and Management Committee approved that in lieu of quarterly stock payments due directors on November 14, 2014, February 13, 2015 and May 15, 2015 more particularly described in the discussion below under “Directors’ Stock-Based Incentive Compensation and to be consistent with the overall objectives of our Share Repurchase Program, we would pay our directors in cash rather than in shares of our common stock. For each director other than the Board Chair, this would mean an additional $10,000 of cash compensation in lieu of shares of common stock valued at $10,000, and for the Board Chair an additional $16,500 of cash compensation in lieu of shares of common stock valued at $16,500 for each of these installments. The total amount of the cash and stock retainers paid to the directors for the period July 1, 2014 through June 30, 2015 is identical to the cash retainers to be paid to the directors for the period July 1, 2015 through June 30, 2016.

Directors’ Stock-Based Incentive Compensation

Initially, our 2014 – 2015 equity compensation program for directors provided each director with an annual award of fully-vested restricted shares of our common stock. The aggregate value of the award for eachOur non-employee director was $40,000 and the aggregate value of the award for the Board Chair was $66,000. Our directors are elected annually in June of each year. Accordingly, these grants of common stock to our current directors were scheduled to be issued in four equal installments on August 15, 2014, November 14, 2014, February 13, 2015 and May 15, 2015. In order to receive an installment of common stock, a director must be a current member of our Board of Directors on the scheduled installment payment date. To determine the number of shares of common stock to be awarded, the value of each quarterly award, which is $10,000 for each director other than the Board Chair and $16,500 for the Board Chair, was divided by the volume weighted average price (“VWAP”) of the common stock on the trading day prior to the grant date of the award. On August 15, 2014, each incumbent non-employee director other than the Board Chair received 3,012 shares of common stock and the Board Chair received 4,970 shares of common stock.

On October 29, 2014, the Compensation and Management Committee approved that in lieu of quarterly stock awards due directors on November 14, 2014, February 13, 2015 and May 15, 2015, the Company would pay our directors in cash rather than in awards of shares of our common stock. The Compensation and Management Committee took this action to be consistent with the overall objectives of our Share Repurchase Program. For each director other than the Board Chair, this would mean an additional $10,000 of cash compensation in lieu of shares of common stock valued at $10,000, and for the Board Chair an additional $16,500 of cash compensation in lieu of shares of common stock valued at $16,500 for each of these installments.

Our directors have stock ownership guidelines whichthat require them to maintain ownership of at least $40,000 of the Companyour common stock. Newly elected directors have two years from their election to the Board to achieve the stock ownership requirement. Currently, all of our non-employee directors, except for Ms. Goddard who joined the Board on February 21, 2023 and has two years from that date to achieve the stock ownership requirement, meet the stock ownership guidelines. Refer to the Executive Officer Compensation section contained herein for stock ownership guidelines for our executive officers.

Director Compensation for 2015Table

The table below summarizes the compensation paid by us to our non-employee directors for their service duringfor the fiscal year ended December 31, 2015.2022.

Each of Michael E. Manna, our current President and Chief Executive Officer and Michael D. Popielec, our former President and Chief Executive Officer, were ineligible to receive compensation for his service as a director because he is/was also an employee. Refer to the Summary Compensation Table for the compensation of our executive officers.

EXECUTIVE OFFICERS

Our executive officers are appointed annually by our Board of Directors. Our executive officers for fiscal 2022 were:

There were no other individuals who meet the definition of Named Executive Officer.

Mr. Manna’s information is set forth above with the other directors standing for election. Certain information with respect to our other executive officers for fiscal 2022 is presented below.

EXECUTIVE OFFICER COMPENSATION

Compensation Overview

We are currently considered a “smaller reporting company” for purposes of the SEC’s executive compensation and other disclosures. As such, we have opted to take advantage of the scaled disclosure requirements afforded to smaller reporting companies and, therefore, have provided more limited (or, in some cases, eliminated) disclosures. The executive compensation disclosures that follow comply with the SEC’s executive compensation disclosure rules for smaller reporting companies and therefore are generally more narrow in scope than the executive compensation disclosures and Compensation Discussion and Analysis that we have included in proxy statements prior to our classification as a smaller reporting company.

Introduction

This proxy statement provides certain information aboutrelating to the compensation programsof our named executive officers. We have determined that Mr. Popielec from January 1, 2022 to November 22, 2022, Mr. Manna commencing November 22, 2022, and Mr. Fain were our named executive officers for those individuals2022.

As a smaller reporting company under the Securities Exchange Act of 1934, as amended, we have identified as our Principal Executive Officer and Principal Financial Officer (together, for purposes of this section, our “Named Executive Officers”) as well as our next most highly compensated employee, John Stephen Heir (“Mr. Heir”) for 2015are providing executive compensation information in accordance with the executivescaled disclosure requirements of Regulation S-K. As a result, a Compensation Disclosure and Analysis and certain other disclosures are not included.

Summary Compensation Table

The following table sets forth information concerning the compensation disclosure rules and regulations of the SEC for smaller reporting companies. This proxy includes our compensation philosophy and the objectives ofearned by or awarded to our executive rewards program, descriptions of each of the key elements of our executive rewards programofficers for their services in all capacities to us during 2022 and the basis for the compensation decisions we made during 2015.

Our Named Executive Officers for 2015 are:2021:

Our next most high compensated employee for 2015 is:

Narrative to Summary Compensation Table

Compensation Overview

The

Our executive compensation program is evaluated and approved each year by our Compensation and Management Committee engaged an independentCommittee. Annual total compensation for our executive compensation consulting firm, Grahall & Associates, to work with senior management and the Compensation and Management Committee (the “Compensation Committee”) to establish an executive total rewards strategy, which was implemented in 2012. Grahall & Associates looked at the competitiveness of our pay practices by making peer group comparisons. They augmented the core peer group that we had used in the past with several additional organizations as someofficers is comprised of the organizations in our original peer group were removed due to M&A activity. In addition to the core peer group analysis, they also provided analysis on a large sample of general technology organizations. Grahall & Associates presented several different potential reward strategies to the Compensation Committee for consideration.following key components:

The basic premise of Grahall & Associates’ proposal was that compensation must be tied to overall business strategy and must be amended to align with changes in business strategy over time. The program that has been implemented more effectively allocates the scarce resources that we have across competing needs than did our previous program. It recognizes that when resources are tight, resource allocation needs to be more precisely targeted. This structure is designed to increase our ability to recruit for key competitive advantage positions, motivate core executives to reposition our company and promote the retention of high performers who can impact our business going forward.

Our executive rewardscompensation program was designed by our Compensation Committeeis structured to align the interests of our Named Executive Officers and other highly compensated employees, including Mr. Heir,executive officers with those of our shareholdersstockholders by rewarding performance that enhances the long-term objectiveachieves successful execution of increasing shareholder value, significantlyour business strategy, grows theour business and executes our business strategy.increases stockholder value. Our executive rewardscompensation program is designed to motivateincentivize our executives, including our Named Executive Officers and other highly compensated employees,executive officers to achieve strong financial, operational and strategic performance and to provide a link between the amountscompensation earned by our executives and the creation of shareholderlong-term sustainable value. The Compensation and Management Committee establishes specific annual, long-term and strategic goals and rewards for Named Executive Officers and other highly compensated employeesseeks to reward our executive officers for performance that meets or exceeds those goals. In addition, we expect our Named Executive Officers and other highly compensated employeesexecutive officers to work toward achievement of these goals while maintaining the highest ethical standards.

The key components of our executive rewards program for our Named Executive Officers and other highly compensated employees are base salary, an annual short-term incentive plan (“STIP”) and a long-term incentive plan (“LTIP”), combined with health and welfare benefits, retirement benefits, limited perquisites (for Named Executive Officers only) and other benefits. We seek to ensure that total executive compensation is aligned with corporate performance and the creation of shareholder value by placing an appropriate portion of an executive’s total compensation at risk, based on financial and non-financial performance measures and subject to the achievement of corporate and individual performance goals.

Our executive rewards program is structured to attract, retain and motivate talented individuals, and to incentivize them to achieve our business strategy with strong financial, operational and strategic performance. In particular:

Base Salary

To this end, the Compensation Committee reviews our executive total rewards program annually to assess if we are achieving our business strategy, if we are able to attract and retain talented executives, and to ensure that the total compensation paid to our executives, including our Named Executive Officers and other highly compensated employees, is reasonable, competitive and appropriately performance-based. The Compensation and Management Committee also ensures that our total compensation is linked to the degree to which we meet our annual financial and non-financial goals and, longer term, to our success in improving shareholder return. Our President and CEO makes recommendations with respect to the awards of the other Named Executive Officer and other highly compensated employees, and the Compensation Committee determines the actual awards of the Named Executive Officers.

Our fiscal 2014 financial performance, our 2015 annual operating plan, and the individual performance of our Named Executive Officers and other highly compensated employees, served as key factors in making compensation decisions for 2015.

We continued the linkage between our STIP awards and achievement of annual corporate financial targets in 2015, reflecting our pay for performance philosophy. As a result, for 2015 corporate operating profit and corporate revenue were the key metrics for our Named Executive Officer annual cash incentive awards under the STIP. For Mr. Heir, the key metrics for incentive awards under the STIP were corporate operating profit and revenues from the Battery & Energy Products segment. Corporate operating profit of $3.75 million comprised 70% of the STIP weighting and corporate revenue of $80.3 million comprised the remaining 30% of the STIP weighting for our Named Executive Officers. Corporate operating profit of $3.75 million comprised 70% of the STIP weighting and Battery & Energy Products revenue of $60.5 million comprised the remaining 30% of the STIP for Mr. Heir. The threshold levels of performance provided under the STIP utilizing these metrics were met in 2015, and therefore, short-term annual cash incentive awards were paid to our Named Executive Officers and Mr. Heir for 2015 in March 2016.

Long-term equity incentive compensation continued to make up a significant portion of the compensation for each of our Named Executive Officers and other highly compensated employees. Awards are determined individually and are based on the relative criticality of the position and the Named Executive Officer’s and other highly compensated employees’ ability to implement changes designed to promote future growth.

Base Salary

Our President & CEO reviewsevaluates the performance of the other NamedPresident and Chief Executive Officer and other highly compensated employeespresents its evaluation and then recommendsrecommendation annually for base salary adjustments,adjustment, if any, to the Board of Directors for approval. The President and Chief Executive Officer evaluates the performance of Mr. Fain, our Chief Financial Officer, Treasurer and Secretary, and presents his evaluation and recommendation annually for a base salary adjustment, if any, to the Compensation Committee. Inand Management Committee, which, in turn, the Compensation Committee reviews, adjusts where appropriate and approves themay recommend acceptance of or adjustment to such base salary adjustments, if any, based upon the determination of the Compensation Committee. In our Board’s executive session, the Committee reviews and recommendsrecommendation to the full Board any base salary adjustment for our President & CEO.of Directors. If changesadjustments to base salaries are recommended and approved, the changes in base salaryadjustments are made to be effective for a period ranging from twelve to fifteen months from the date of the last increase based upon an executive’s performance.salary adjustment.

The

In 2021, Mr. Popielec and Mr. Fain informed the Compensation and Management Committee, typically reviewsthat they would voluntarily forego any base salary levels fromincreases for 2021, although they were eligible for increases based on a number of factors including individual and Company performance. In October 2022, the core peer group and the technology peer group on an annual or semi-annual basis. The Committee has endeavored to better align executive salaries with the market, moving them between the 25^th and the 50^th percentileBoard of our peer group, since base salaries for our executive officers have traditionally been significantly below market norms for comparable companies. In addition to lookingDirectors, at the peer group data, salaries for our Named Executive Officers are determined based upon the following factors:

In March 2015, the Compensation and Management Committee, approved a base salary increase of 3.0% for Mr. Popielec ($531,761 to $547,715) and 3.0% for Mr. Fain of 5.0% ($286,650338,713 to $300,976)$348,875). The merit increase wassalary increases were approved by the Committee based on a number of factors including individual and Company performance. On November 22, 2022, upon his appointment as President and individual performance.    Other than this adjustment, no changes were madeChief Executive Officer, the Board of Directors upon recommendation of the Compensation and Management Committee, approved a base salary of $375,000 for Mr. Manna. His salary as President, Battery & Energy Products prior to the base salaries of our Namedhis appointment as President and Chief Executive Officers during 2015.Officer had been $253,000.

Short-Term Incentive Plan 2015

Typically, our

Our Compensation and Management Committee establishes a short-term incentive planSTIP each fiscal year which provides the Named Executive Officersto provide our executive officers an opportunity to receiveearn an annual cash paymentaward in addition to their base salaries. The short-term incentive planSTIP is designed to place “at risk” a significant portion of the annual total cash compensation of the Named Executive Officers by linking the amount of compensation that can be achieved under the plan with our financial performance. We believe that the STIP is a key component of maintaining a competitive executive compensation program because it motivates our Named Executive Officersofficers to incentivize them to achieve our short-term financial and strategic objectives while making progress toward our longer term growth. Based on our total rewards strategy, those Named Executive Officers and other executives who, by virtue of their position in the Company, had the

opportunity to make an immediate short term impact on the business and were instrumental in driving our operating results had more of their pay at risk in the STIP.    These individuals also were tasked with balancing short-term results and decisions with creating long term value.

President & CEO

Mr. Popielec was eligible to receive an annual cash bonus in accordance with the 2015 Executive STIP if the Company met or exceeded certain performance metrics that were to be agreed upon no later than January 31, 2015. In 2015,longer-term goals. Generally, the STIP target for Mr. Popielec was 75% of his base salary, and his bonus was based on meeting pre-established 2015 operating profit and corporate revenue goals. The STIP was structured with 70% of the weighting of the bonus based on 2015 operating profit goal of $3.75 million and 30% of the weighting of the bonus based on 2015 corporate revenue goal of $80.3 million. Achievement of less than 75% of the operating profit goal or less than 89% of the corporate revenue goal resulted in no bonus being paid with respect to that metric. Achievement of 75% to 100% of the operating profit goal and achievement of 89% to 100% of the corporate revenue goal would result in a bonus range payout from 50% to 70% of the target bonus for the metric with respect to which the respective 75% to 100% or 89% to 100% performance was achieved. Payout of 100% of the target bonus under the plan would be achieved by exceeding the operating profit goal by 27% and the corporate revenue goal by 7%. Achievement of over 127% to 160% of the operating profit goal and over 107% to 118% of the corporate revenue goal would result in a bonus payout ranging from 100% to 150% of the target bonus with respect to the metric for which such performance level had been achieved. Mr. Popielec was eligible for a partial payment under the plan if one of the two metrics was achieved. Payout under the plan is capped at 150% of the target bonus.    Based on our 2015 financial performance, Mr. Popielec earned a STIP bonus of $236,455 which was paid in March 2016.

Other Named Executive Officers and Mr. Heir

Based in part on the recommendation from the President & CEO, the Compensation Committee establishes threshold, target and maximum bonus levels for each Named Executive Officer and Mr. Heir, which is expressed as a percentage of their base salary. The percentages are determined by the position of the Named Executive Officer and Mr. Heir within the organization and based upon the review of peer data. In 2015, the target for Mr. Fain was 45% of base salary and the target for Mr. Heir was 40% of his base salary. For our Other Named Executive Officer, the threshold level for 2015 was the minimum level of performance required before any amount would be earned under the STIP, which is 75% of the Company performance goal of operating profit and 89% of corporate revenue. For Mr. Heir, the minimum level of performance required before any amount would be earned under the STIP, is 75% of the Company performance goal of operating profit and 91% of revenues from the Battery & Energy Products Segment. The Compensation Committee also establishes a maximum bonus level under the STIP. For 2015, that maximum bonus level was 150% of the target bonus level.

Generally, the Compensation Committee sets the target bonus levelset such that, assuming achievement of the corporate financialpre-established performance metrics, the combined annual base salary and annual STIP opportunityaward for our Named Executive Officersexecutive officers will be at or near the 50^th percentile for comparable executivesexecutive officers at the companies in our peer group. The President

For 2022, the STIP target bonus levels for Messrs. Popielec, Fain and CEO establishes Mr. Heir’sManna were 75%, 50% and 50% of their respective base salarysalaries. For Messrs. Popielec and Fain, the performance goals to be achieved to be awarded the STIP opportunity with approval by the Compensation Committee.

In establishing the 2015 total rewards strategy, the Compensation Committee approved the President & CEO’s recommendation that all Named Executive Officers would have their STIP based on ourtargeted bonus for 2022 were consolidated operating profit and corporateconsolidated revenue goals. The STIP potential for 2015 was based on a percentagegoals of the Other Named Executive Officer’s base salary and the base salary of Mr. Heir. The two metrics used for computation of the 2015 bonus for the Other Named Executive Officers were Company operating profit and corporate revenue, with 70% of the weighting of the bonus based on 2015 operating profit target of $3.75$7.3 million and 30% of the weighting of the bonus based on 2015 corporate revenue target of $80.3 million.$139.2 million, respectively, as measured pursuant to generally accepted accounting principles. For Mr. Heir,Manna, the two metrics usedperformance goals to be achieved to be awarded the STIP target bonus were Companyconsolidated operating profit and Battery &

Energy Products segment revenuesrevenue goals of $7.3 million and $118.2 million, respectively, as measured pursuant to generally accepted accounting principles. The STIP award was structured with the same weighting as for the Named Executive Officers. Achievement of these metrics in 2015 would result in a 70% payout ofweighting on the percentage ofconsolidated operating profit goal and a 30% weighting on the base salaries for the Other Named Executive Officer and for Mr. Heir.

respective revenue goal. Achievement of less than 75% of the consolidated operating profit and less than 90% of the revenue goals would result in no award being earned with respect to that metric. Achievement of the target goals would result in an 80% payment of the target bonus plan metriclevels with respect to that metric. Achievement of over 100% to 112.5% of the consolidated operating profit goal and less than 89%achievement of corporate revenue goal resulted in no bonus being paidover 100% to the Named Executive Officers for that metric. Achievement112.5% of 75% to 100% of the bonus plan metrics of operating profit goal and 89% to 100% of the corporate revenue goal would result in a bonus range payoutan award ranging from 81% to the Named Executive Officers from 50% to 70% of the target bonus for that metric. Payout of 100% of the target bonus underaward with respect to the plan would be achieved by exceeding the operating profit goal by 27% and exceeding the corporate revenue goal by 7%. Satisfactionmetric for which such performance levels had been achieved. Achievement of over 127% to 160% of the bonus plan metrics of operating profit and over 107% to 118% of corporate revenue goals would result in a bonus range payout of 100%112.5% to 150% of the consolidated operating profit goal and over 112.5% to 125% of the revenue goal would result in an award ranging from 101% to 120% of the target bonusaward with respect to the metric for that metric. Named Executive Officerswhich such performance levels had been achieved. Our executive officers were eligible for a partial payment under the planaward if one of the two metrics was achieved. Payout under

Based on our 2022 financial performance, Messrs. Popielec, Fain and Manna earned STIP awards for 2022 of $85,631, $36,362, and $31,283, respectively, which were paid in April 2023. In addition, at the plan is capped atrecommendation of the Compensation Committee, the Board of Directors approved discretionary bonuses of $30,000 and $20,000 for Mr. Popielec and Mr. Fain, respectively, which were paid in February 2022 for their roles in the 2021 acquisition and integration of Excell Battery Group.

For 2021, the STIP target bonus levels for Messrs. Popielec and Fain were 75% and 50% of their respective base salaries. The performance goals to be achieved to be awarded the STIP targeted bonus for 2021 were consolidated operating profit and consolidated revenue goals of $7.1 million and $114.0 million, respectively, as measured pursuant to generally accepted accounting principles. The STIP award was structured with a 70% weighting on the consolidated operating profit goal and a 30% weighting on the consolidated revenue goal. Achievement of less than the consolidated operating profit and revenue goals would result in no award being earned with respect to that metric. Achievement of the target goals would result in a 75% payment of the target bonus levels with respect to that metric. Achievement of over 100% to 132% of the consolidated operating profit goal and achievement of over 100% to 111% of the revenue goal would result in an award ranging from 76% to 100% of the target award with respect to the metric for which such performance levels had been achieved. Achievement of over 132% to 166% of the consolidated operating profit goal and over 111% to 139% of the revenue goal would result in an award ranging from 101% to 150% of the target bonus. Whileaward with respect to the decisions to make STIP payouts as well as the amounts earned under the STIP are made at the sole discretionmetric for which such performance levels had been achieved. Our executive officers were eligible for a partial award if one of the Compensation Committee, in making such determinations, the Compensation Committee considers the recommendations from our President & CEO for all other Named Executive Officers. The conditions described above were identical for Mr. Heir based on his specifictwo metrics except for the entry point for the revenues from Battery & Energy Products bonus metric which was 91%. achieved.

Based on our 2021 financial performance, in 2015, the Other Named Executive Officer earned aMessrs. Popielec and Fain did not earn STIP bonus of $87,738 and Mr. Heir earned a bonus of $70,012, both of which were paid in March 2016.awards for 2021.

Long-Term Incentive Compensation

Long-Term Equity Incentive Compensation – Other Named Executive Officer and Mr. HeirPlan

We use

Stock options and other equity awards are used to motivate our Named Executive Officers and other highly compensated employees to increase the long-term value of our common stock and, thereby, align the interests of our Named Executive Officers and other highly compensated employeesexecutive officers with those of our shareholders. Long-term equity incentive awards are intended to further our successstockholders by ensuring that sustainable value creation is a significant factor to the amount of total compensation which our Named Executive Officers and other highly compensated employees may receive. We believe that linking long-term compensation to sustained value creation helps retain executives over time.

Long-term equity incentive compensation may consist of equity such as awards of stock options, performance vested restricted shares and time vested restricted shares that vest over a multi-year period. This design approach helps align the interests of our Named Executive Officers and other highly compensated employees with those of our shareholders by linking the compensation of our Named Executive Officers and other highly compensated employees to long-term increases in the value of equity instruments. We use stock options as one of our long-term incentives because, in addition to providingincentivizing our executive officers with the opportunity to develop a stock ownership stake in our company, they result in compensation onlyachieve long-term growth and sustainable stockholder value.

Refer to the extent that the market price of our common stock increases over the term of the stock option.

The size and form of these equity awards“Outstanding Equity Awards” below for the other Named Executive Officer was determined by the Compensation Committee in consultation with the President & CEO. In March 2015, the Compensation Committee, based on recommendation of the President & CEO, awarded Mr. Fain with 30,000 stock options. The size of Mr. Heir’s equity awards is determined by the President and CEO and requires the approval of the Compensation Committee. In March 2015, the Committee approved the recommended award of 20,000 stock options for Mr. Heir.

Long-Term Equity Incentive Compensation – President & CEO

Long-term equity incentive compensation is a significant component of the compensation package ofgranted during 2022 and 2021. There were no other equity-based awards granted to our President & CEO. Under his employment agreement, Mr. Popielec received the following options to purchase shares of our common stock:executive officers during 2022 and 2021.

Mr. Popielec also received three additional stock option awards, each of which was conditioned upon shareholder approval of our Restated 2004 LTIP at our 2011 annual meeting. This approval was obtained at our 2011 annual meeting. As detailed below, most of these stock option awards were granted with an exercise price substantially above the grant date fair market value of our common stock.Retirement Benefits

On January 29, 2013, our Board of Directors, on recommendation of our Compensation Committee, granted 120,000 restricted stock units (RSU’s) to our President & Chief Executive Officer, Michael D. Popielec, which grant was approved by our shareholders at our June 4, 2013 Annual Meeting. These RSU’s vest and will convert to shares of our common stock as follows:

(4)

30,000 shares of our common stock will be issued on the later of January 1, 2015 or the date when our common stock first reaches a closing price of $5.00 per share for 15 trading days in a 30 trading day period.

The 30,000 shares of the Company’s common stock described in (1) above were issued on January 1, 2014, the 30,000 shares of the Company’s common stock described in (3) above were issued on January 1, 2015, and the 60,000 shares of the Company common stock described in (2) and (4) above were issued on October 8, 2015.

On March 3, 2015 and on March 5, 2015, our Board of Directors, on recommendation of our Compensation Committee, granted 40,000 and 20,000 stock options pursuant to our shareholder approved 2014 LTIP, respectively, to Mr. Popielec.

Retirement Benefits

We provide a tax-qualified 401(k) plan to all active employees a tax-qualified 401(k) plan that provides for both employer and employee contributions. Under this plan, employees may defercontribute a portion of their base salaryeligible cash compensation to the plan up to annual IRS limits. We provide a company match ofplan. For 2022 and 2021, the Company matched 100% on the first 3% and 50% on the next 2% of an employee’s deferrals, up to a maximum of 4% of the employee’s annual salary.eligible contributions.

Perquisites and Other Personal Benefits

We provide our Named Executive Officersexecutive officers with certain perquisites and other personal benefits that we and the Compensation Committee believewhich are reasonable and consistent with the objectives of our overall compensation program to better enable us to attract and retain superior employees for key positions. The Compensation and Management Committee periodically reviews the levels of such perquisites and other personal benefits to ensure they remain at appropriate levels. The aggregate incremental costs of the perquisites and other personal benefits provided to our Named Executive Officers to determine if they remain at appropriate levels. Mr. Heir does not receive perquisites.

The aggregate incremental costs of the personal benefits provided to our Named Executive Officersexecutive officers are included in the “All Other Compensation” column of the 2015 Summary Compensation Table.Table with components detailed in an accompanying note.

Outstanding Equity Awards

The following table sets forth information concerning the number of shares underlying exercisable and non-exercisable stock option awards outstanding at December 31, 2022 for our executive officers.

Stock Ownership and Retention Guidelines

In order to

To better align the interests of our executive officers and shareholders,stockholders, the Compensation and Management Committee implemented stock ownership and retention requirements for our executive officers. The stock ownership requirements for our executive officers are as follows:

For 2015,2022, the Compensation and Management Committee established the presumed share price which is to be used for purposes of determining the minimum number of shares to be owned by the executive officers. This presumed price was $3.67$9.11 per share, which was based on the Volume Weighted Average Pricevolume weighted average price (“VWAP”), calculated as an amount equal to the sum of all dollars traded forthe dollar value of every transaction in our common stock for the two-year period ended December 31, 20142022, divided by the total shares traded for such two-year period. Each year the Compensation and Management Committee will establish a new price per share to be used to determine the minimum number of shares required to be held which price per share will be based on the VWAP of our common stock for the preceding two-year period. Executive officers have three

years from the date of hire or appointment as an executive officer to achieve the required holdings, which are based on the price per share as calculated above. Additionally, there are shareholding requirements which requireour stock ownership policy requires that until the share ownership guidelines are met, executive officers are prohibited from disposing of more than 50% of vested shares received from restricted share grants (on an after taxafter-tax basis) and 50% of shares received on exercise of stock options. Shares owned by an executive, as well as shares underlying awards of stock options and restricted stock are treated as owned by the executive for purposes of determining whether required ownership has been achieved. All Named Executive OfficersOur executive officers have met their applicablerespective stock ownership requirement. There are no stock ownership requirements for other highly compensated employees.

Deductibility of Executive Compensation

As part of its responsibility, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Code which provides that unless we comply with certain shareholder approval procedures, we may not deduct compensation of more than $1,000,000 that is paid to certain individuals. We believe that compensation paid under our executive compensation plans is fully deductible for federal income tax purposes. However, the Compensation Committee may in the future approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation for our executive officers.

Accounting for Stock-Based Compensation

Beginning on January 1, 2006, we began accounting for stock-based payments, including stock options and restricted stock awards, in accordance with the requirements of SFAS 123(R), now referred to as ASC 718.

2015 Summary Compensation Table

The following table sets forth information concerning the compensation awarded to, paid to or earned by the Named Executive Officers and Mr. Heir for all services in all capacities to us and our subsidiaries during 2014 and 2015:

(2)	Mr. Fain earned a STIP bonus of $87,738 for the year ended December 31, 2015 which was paid in March 2016.

(3)

On July 12, 2013, Mr. Heir was hired by the Company as President, Battery & Energy Products. In conjunction with his hiring, the Compensation Committee guaranteed Mr. Heir a bonus of $31,500 that was paid to him in 2014. Mr. Heir earned a STIP bonus of $70,012 for the year-ended December 31, 2015 which was paid in March 2016.

(4)

On January 29, 2013, our Board of Directors, on recommendation of our Compensation Committee, granted 120,000 restricted stock units (RSU’s) to Michael D. Popielec, which grant was approved by our shareholders at our June 4, 2013 Annual Meeting. During 2014, 30,000 of these RSU’s vested, and during 2015, the remaining 90,000 of these RSU’s vested. The amount reported in the RSU/Option Awards column for Mr. Popielec represents the VWAP’s of the Company’s common stock on the dates the RSU’s vested.

(5)

On March 3, 2015 and on March 5, 2015, our Board of Directors, on recommendation of our Compensation Committee, granted 40,000 and 20,000 stock options pursuant or our shareholder approved 2014 LTIP, respectively, to Michael D. Popielec. The amount reported in the RSU/Option Awards column for Mr. Popielec represents the grant date fair value of this stock option award calculated in accordance with ASC 718. See Note 9 to our audited financial statements included in our Annual Reports on Form 10-K for the fiscal year ended December 31, 2015 for the assumptions we used in valuing and expensing these stock options in accordance with ASC 718.

(6)

On March 4, 2014 and on March 3, 2015, our Board of Directors, on recommendation of our Compensation Committee, granted 70,000 and 30,000 stock options pursuant to our shareholder-approved Restated 2004 LTIP and 2014 LTIP, respectively, to Philip A. Fain. The amount reported in the RSU/Option Awards column for Mr. Fain represents the grant date fair value of this stock option award calculated in accordance with ASC 718. See Note 9 and Note 10 to our audited financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2015, respectively, for the assumptions we used in valuing and expensing these stock options in accordance with ASC 718.

(7)

On March 4, 2014 and March 3, 2015, our Board of Directors, on recommendation of our Compensation Committee, granted 20,000 and 20,000 stock options pursuant to our shareholder-approved Restated 2004 LTIP and 2014 LTIP, respectively, to Mr. Heir. The amounts reported in the RSU/Option Awards column for Mr. Heir represent the grant date fair value of this stock option award calculated in accordance with ASC 718. See Note 9 and Note 10 to our audited financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2015, respectively, for the assumptions we used in valuing and expensing these stock options in accordance with ASC 718.

(8)	All Other Compensation for 2015 consists of the following:

Employment Arrangements

Mr. Popielec

On December 6, 2010, in connection with entering into an employment agreement with Mr. Popielec, effective December 30, 2010, Mr. Popielec became our President and Chief Executive Officer.

We set Mr. Popielec’s annual base salary at $450,000 subject to adjustment. Mr. Popielec is also eligible to receive an annual cash bonus under our short-term cash bonus incentive plan if we exceed certain quantitative and qualitative performance metrics to be agreed upon and approved by the Compensation Committee no later than January 31 of the year for which the bonus applies. The bonus goals and payout ranges for 2015 are set forth on Page 17 for Mr. Popielec.

Mr. Popielec is also a participant in our Restated 2004 LTIP and 2014 LTIP. Pursuant to the terms of his employment agreement, Mr. Popielec was granted options to purchase shares of our common stock. Certain of the options granted on December 30, 2010 were conditional and were subject to shareholder approval to increase the number of shares available under our Restated 2004 LTIP. Shareholder approval was obtained in June 2011.

Mr. Popielec is also entitled to receive the retirement benefits, perquisites and other personal benefits described in this proxy statement under the sections entitled “Retirement Benefits” and “Perquisites and Other Personal Benefits”.

The employment agreement provides that Mr. Popielec’s employment is “at will.” Mr. Popielec is entitled to certain severance benefits if we terminate his employment without Business Reasons or a Constructive Termination occurs (as those terms are defined in the employment agreement), including (i) salary continuation for a period of 12 months following the termination date; (ii) a pro rata amount (calculated on a per diem basis) of the full-year bonus which Mr. Popielec would have earned for the calendar year in which the termination of employment occurs; (iii) acceleration of vesting of all outstanding stock options and other equity awards, subject to the provision, however, that the acceleration shall not apply to the extent that the outstanding options and equity awards would otherwise have vested more than 18 months after the date of termination; (iv) continuation of health benefits for Mr. Popielec, his spouse and any dependent children for a period of 12 months after the termination date followed by 18 months of executive-paid COBRA eligibility. In addition, if we terminate the employment of Mr. Popielec within 12 months following the occurrence of a Change in Control, without Business Reasons or if a Constructive Termination occurs (as those terms are defined in the employment agreement), then Mr. Popielec shall be entitled to receive a lump sum payment equal to (i) any earned but unpaid salary, any unpaid bonus from the prior year plus an amount equal to 18 months of his base salary as then in effect, payable immediately upon the termination date; (ii) one and one-half times his target bonus for the calendar year in which the termination date occurs; (iii) acceleration of vesting of all outstanding stock options, all such options to remain exercisable for 18 months following the termination date, or through the original expiration date of the stock options, if earlier; (iv) continuation of health benefits for Mr. Popielec, his spouse and any dependent children for a period of 24 months after the termination date. To the extent the vesting and/or accelerated payment of outstanding stock options would subject Mr. Popielec to the imposition of tax and/or penalties under Section 409A of the Internal Revenue Code (the “Code”), the vesting and/or payment of such stock options and other equity shall be delayed to the extent necessary to avoid the imposition of such tax and/or penalties. The employment agreement also provides for the continuation of certain benefits in the event Mr. Popielec’s employment is terminated for Disability (as defined in the employment agreement) or by his death. Mr. Popielec has also executed an Employee Confidentiality Non-Disclosure, Non-Compete, Non-Disparagement and Assignment Agreement in our standard form.

Other Executive Officers

We do not have an employment agreement with Mr. Fain or with any of our highly compensated employees.

Outstanding Equity Awards at December 31, 2015

The following table sets forth information concerning the number of shares underlying exercisable and non-exercisable options and stock awards outstanding at December 31, 2015 for our Named Executive Officers.

(1)	This stock option will vest on the date our common stock first reaches a closing price of $10 for 15 trading days in a 30-day trading period, with such vesting in equal amounts over the four anniversary dates of that date.

Retirement Benefits and Potential Payments upon Termination or Change in Control

The only arrangement that we maintain that provides for retirement benefits is our tax-qualified defined contribution 401(k) plan. The material terms of our tax-qualified defined contribution 401(k) plan are summarized above under the heading “Retirement Benefits.”

All of the potential payments and benefits payable by us to those of our Named Executive Officers who were employed by us during 2015 in the event of various scenarios involving either a termination of employment and/or change in control are determined pursuant to the employment agreement with Mr. Popielec or the Restated 2004 LTIP. The employment agreement with Mr. Popielec is summarized above under the heading “Employment Arrangements.” We do not have an employment agreement with Mr. Fain or Mr. Heir. Under the award, agreements issued under the Restated 2004 LTIP and 2014 LTIP, outstanding unvested stock options, shares of restricted stock and restricted stock units immediately vest upon the occurrence of a “Change in Control.”

PROPOSAL 2

RATIFY
RATIFICATION OF THE SELECTION OF OUR INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Bonadio & Co., LLPFreed Maxick CPAs, P.C. (“Freed Maxick”) served as our independent registered public accounting firm for the years ended December 31, 20142022 and 2015.2021.

Our Audit and Finance Committee has selected

The selection of Freed Maxick CPAs P.C. to serve as our independent registered public accounting firm for 2016. This selection2023 will be presented to our shareholdersstockholders for their ratification at the Meeting. Our Board of Directors recommends a vote in favor of the proposal to ratify this selection, and the persons named in the enclosed proxy (unless otherwise instructed therein) will vote such proxiesFOR this proposal. If the shareholdersstockholders do not ratify this selection, the Audit and Finance Committee will seek to identify and address the reason or reasons why the shareholdersstockholders did not ratify the committee’s selectionCommittee’s selection. The Audit and Finance Committee will consider such reason or reasons in selecting an independent registered public accounting firm for 2016.2023 but retains discretion to select Freed Maxick.

We have been advised by Freed Maxick CPAs, P.C. that they will have a representative present atavailable during the Meeting, either in person or telephonically, who will be available to respond to appropriate questions. In addition, we intend to give such representative an opportunity to make any statements if theythe representative should so desire.

Principal Accountant Fees and Services

Aggregate fees for professional services rendered for us by Bonadio, & Co., LLP for 20142022 and 20152021 were:

Audit Fees

Audit fees for 2014 and 2015, respectively, were for professional services rendered for the audits of our consolidated financial statements and reviews of our quarterly consolidated financial statements, consentsstatements. Audit fees for 2022 include fees attributable to the full year inclusion of Excell Battery Group in the Company’s financial results. Audit fees for 2021 include fees attributable to business combination accounting and assistance with reviewreporting relating to the Company’s acquisition of documents filed with the SEC.business of Excell Battery Group in December 2021.

Audit-Related Fees

Audit-related fees in 2014 and 2015, respectively, were for the auditannual audits of our 401(k) defined contribution plan for the years ended December 31, 2013 and December 31, 2014. Also included in the audit-related fees in 2015 was an amount related to a review of our S-8 Filing and included in the audit-related fees in 2014 was an amount relating to a review and discussion of our accounting for the relocation of our China facility.plan.

Tax Fees

Tax fees relatewere attributable to corporatethe amalgamation/restructuring of our legal entity structure for Excell Battery Group in 2022 and expatriate tax compliance, includingdue diligence performed in connection with the preparationCompany’s acquisition of tax returns and claims for refund, tax planning, tax advice.

Our Audit and Finance Committee has not adopted pre-approval policies and procedures for audit and non-audit services. Although no pre-approval policy was in effect,Nevertheless, all audit, audit-related and permitted non-audit services for which Bonadio & Co., LLP wereour independent registered public accounting firm was engaged were reviewed and approved prior to the commencement of the services by our Audit and Finance Committee in compliance with applicable SEC requirements.

REPORT OF THE AUDIT AND FINANCE COMMITTEE

The duties and responsibilities of the Audit and Finance Committee are set forth in our Audit and Finance Committee Charter, a copy of which is available on our website athttp://investor.ultralifecorporation.com under the subheading “Corporate Governance.” Among other things, the Audit and Finance Committee reviews the adequacy of our system of internal control regarding financial reporting, disclosure controls and procedures and preparing our consolidated financial statements. In addition, the Audit and Finance Committee recommends to our Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K, approves our quarterly filings on Form 10-Q and selects the independent registered public accounting firm to audit our books and records.

The Audit and Finance Committee has:

The Audit and Finance Committee met with our independent accountants with and without management present and discussed with them the results of their examinations, their evaluations of our internal control over financial reporting, our disclosure controls and procedures and the quality of our financial reporting. Based on the review and discussions referred to above, the Audit and Finance Committee concluded that Bonadio & Co., LLPFreed Maxick is independent and recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20152022 for filing with the SEC.

The Audit and Finance Committee:

Thomas L. Saeli, Chair

Steven M. AndersonJanie Goddard

Robert W. Shaw II

Ranjit C. Singh

PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are asking our stockholders to vote on a non-binding advisory resolution on the compensation of our executive officers, commonly referred to as the “Say-on-Pay” resolution.

As discussed within this proxy statement, our Compensation and Management Committee has structured our executive compensation program to align the interests of our executive officers with those of our stockholders and reward our executive officers for the achievement of both short-term and long-term strategic and operational goals while promoting the achievement of sustainable long-term stockholder value. At the same time, our executive compensation program is designed to avoid encouraging unnecessary or excessive risk-taking by our executive officers.

The vote on this advisory resolution is not intended to address any specific component of our executive compensation. It is meant to address the overall compensation program for our executive officers as described in this proxy statement.

We are asking our stockholders to approve the following advisory resolution at the Meeting:

Resolved, that the stockholders of Ultralife Corporation (the “Company”) approve, on an advisory basis, the 2022 compensation of the Company’s executive officers disclosed in the proxy statement for the Company’s 2023 Annual Meeting of Stockholders, pursuant to SEC compensation disclosure rules.

This advisory resolution, commonly referred to as the “Say-on-Pay” resolution, is non-binding on our Company and our Board of Directors. Although it is non-binding, the Board of Directors and the Compensation and Management Committee will review and consider the voting results when making future decisions regarding the compensation of our executive officers.

Recommendation of the Board

The Board of Directors recommends that stockholders vote FOR the approval of the advisory resolution on executive compensation.

PROPOSAL 4
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking our stockholders to vote on a non-binding, advisory basis on a resolution on the frequency of future advisory votes on our executive compensation, commonly referred to as the “Say-When-on-Pay” resolution.

After careful consideration and input from our stockholders, various proxy advisory organizations and various institutional stockholder representative organizations, our Board of Directors has established a policy of holding an advisory vote on executive compensation every three years. Our Board of Directors has determined that such policy continues to be appropriate and recommends that stockholders vote for future advisory votes on executive compensation to occur every three years.

As discussed within this proxy statement, our executive compensation program is structured to align the interests of our executive officers with those of our stockholders and reward our executive officers for the achievement of both short-term and long-term strategic and operational goals while promoting the achievement of sustainable stockholder value. The most recent advisory vote on executive compensation was held during the 2020 Annual Meeting of Stockholders with stockholder support of over 99%. If this proposal is approved, we plan to hold the next advisory “Say-on-Pay” vote at the 2026 Annual Stockholder Meeting.

Stockholders are cautioned that they are not voting to approve or disapprove the recommendation of our Board of Directors. Stockholders will be able to specify one of four choices for this proposal on the proxy card or voting instruction card: One year, Two years, Three years, or Abstain.

Although this advisory vote is non-binding, the Board of Directors and our Compensation and Management Committee will carefully review the voting results. Notwithstanding the recommendation of the Board of Directors and the outcome of the stockholder advisory vote, the Board of Directors may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors not known to the Board of Directors at this time.

Recommendation of the Board

The Board of Directors recommends that stockholders vote THREE YEARS for the frequency of future advisory votes on executive compensation.

OTHER MATTERS

Our Board of Directors does not intend to present and has not been informed that any other person intends to present, any matters for action at the Meeting other than those specifically referred to in this proxy statement. If any other matters properly come before the Meeting, it is intended that the holders of the proxies will act in respect thereof in accordance with their best judgment.

EXECUTIVE OFFICERS

Other than Mr. Popielec, whose information is set forth with the other directors standing for election, the names of, and certain information with respect to, our executive officers are presented below.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The table below shows certain information regarding the beneficial ownership of shares of our common stock as of April 5, 2016 by each person known by us to beneficially own more than five percent of the outstanding shares of our common stock, with percentages based on 15,325,58916,143,193 shares issued and outstanding.outstanding as of May 25, 2022.

SECURITY OWNERSHIP OF MANAGEMENT

The table below shows certain information regarding the beneficial ownership of shares of our common stock as of April 5, 2016May 25, 2023 by (1) each of our directors, (2) each of our Named Executive Officers (as defined under the heading “Executive Compensation”),executive officers, and (3) all of our directors and executive officers as a group.

*Less than 1%

(5) (8)

The amount shown includes 184,667number of shares deemed to be beneficially owned consists of 130,630 shares of common stock held by Mr. Fain as of May 25, 2023, or less than 1% of common stock outstanding as of that date, and 91,667 shares of common stock subject to options that may be exercised within 60 days by Mr. Fain.