UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2023
UNIVERSAL DISPLAY CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Pennsylvania | 1-12031 | 23-2372688 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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250 Phillips Boulevard, Ewing, NJ |
| 08618 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (609) 671-0980
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 par value | | OLED | | The NASDAQ Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in Item 5.07 below, the shareholders of Universal Display Corporation (the “Company”) approved the Universal Display Corporation 2023 Equity Compensation Plan (the “Equity Plan”) at the Company’s 2023 Annual Meeting of Shareholders held on June 15, 2023 (the “2023 Annual Meeting”). Our Board of Directors determined on April 4, 2023, that the adoption of the Equity Plan is in the best interest of the Company.
The Equity Plan provides for the issuance of up to 1,516,267 shares of the Company’s common stock under the Equity Plan. All employees of, and key advisors who perform services for, the Company and its subsidiaries, and all non-employee directors of the Company, are eligible to participate in the Equity Plan.
The Equity Plan is filed as Annex A to the Company’s Definitive Proxy Statement for the 2023 Annual Meeting filed with the Securities and Exchange Commission on April 20, 2023 and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company held the 2023 Annual Meeting on June 15, 2023.
(b) The number of votes represented at the annual meeting, in person or by proxy, was 41,706,101. In determining this number, abstentions and shares held by brokers who have notified us that they lack voting authority with respect to any matter (referred to herein as “broker non-votes”) were deemed present for quorum purposes. The matters voted upon at the annual meeting and the results of the vote on each such matter are set forth below:
1. Election of Directors.
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Name | Votes FOR | Votes AGAINST | Abstentions | Broker Non-Votes |
Steven V. Abramson | 36,348,177 | 527,739 | 52,189 | 4,777,996 |
Cynthia J. Comparin | 36,562,612 | 313,009 | 52,484 | 4,777,996 |
Richard C. Elias | 32,460,859 | 4,411,711 | 55,535 | 4,777,996 |
Elizabeth H. Gemmill | 31,936,588 | 4,937,757 | 53,760 | 4,777,996 |
C. Keith Hartley | 32,071,458 | 4,574,733 | 281,914 | 4,777,996 |
Celia M. Joseph | 36,228,338 | 646,197 | 53,570 | 4,777,996 |
Lawrence Lacerte | 32,614,267 | 4,237,442 | 76,396 | 4,777,996 |
Sidney D. Rosenblatt | 35,000,918 | 1,875,390 | 51,797 | 4,777,996 |
* Abstentions and broker non-votes were not considered votes “cast” with respect to the election of directors.
2. Proposal to ratify the Company's 2023 Equity Compensation Plan.
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Votes FOR | Votes AGAINST | Abstentions | Broker Non-Votes |
35,038,719 | 1,823,880 | 65,506 | 4,777,996 |
* Abstentions and broker non-votes were not considered votes “cast” on this proposal.
3. Advisory resolution to approve compensation of the Company’s named executive officers.
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Votes FOR | Votes AGAINST | Abstentions | Broker Non-Votes |
30,253,625 | 6,380,276 | 294,204 | 4,777,996 |
* Abstentions and broker non-votes were not considered votes “cast” on this proposal.
In light of the shareholder preference reflected in the above voting results, the Company has determined that future advisory shareholder votes on the compensation of the Company’s named executive officers will continue to be held every year until the next vote on the frequency of such advisory shareholder votes.
4. Advisory resolution regarding the frequency of future advisory shareholder votes on compensation of the Company’s named executive officers.
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1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
35,781,633 | 22,690 | 1,022,757 | 101,025 | 4,777,996 |
* Abstentions and broker non-votes were not considered votes “cast” on this proposal.
5. Proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2023.
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Votes FOR | Votes AGAINST | Abstentions | Broker Non-Votes |
39,308,746 | 2,348,712 | 48,643 | 0 |
* Abstentions and broker non-votes were not considered votes “cast” on this proposal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| Universal Display Corporation |
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Date: June 20, 2023 |
| By: | /s/ Mauro Premutico |
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| Mauro Premutico |
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| Secretary |
