Universal Electronics (UEIC) Proxy Filing summary

Executive summary

• Annual Meeting of Stockholders scheduled for June 11, 2024, with key proposals up for vote.

• ISS recommended voting against the Say-on-Pay proposal due to pay-for-performance misalignment.

• Glass Lewis recommended voting for the Say-on-Pay proposal, citing recent compensation changes.

Voting matters and shareholder proposals

• Advisory vote on executive compensation (Say-on-Pay) is a central agenda item.

• ISS and Glass Lewis issued opposing recommendations on the Say-on-Pay proposal.

Executive compensation and say-on-pay

• 2024 compensation program eliminated time-vesting equity awards for executives.

• Performance-based stock units now replace stock options, vesting based on employment and performance criteria.

• Compensation Committee aims to better align executive pay with shareholder interests.