Universal Electronics (UEIC) Proxy filing summary

Executive summary

• The annual meeting will address director elections, board declassification, equity plan amendments, executive compensation, and auditor ratification.

• Shareholders can vote online, by phone, mail, or in person, with detailed procedures for each method.

• The board and all committees are fully independent, with a separation of CEO and Chairman roles and robust governance practices.

Voting matters and shareholder proposals

• Proposal 1: Elect five Class II directors for two-year terms.

• Proposal 2: Amend the Certificate of Incorporation to declassify the board, moving to annual director elections starting 2027.

• Proposal 3: Amend and restate the 2018 Equity and Incentive Compensation Plan, increasing shares by 375,000 and extending the plan term.

• Proposal 4: Advisory vote on executive compensation (say-on-pay).

• Proposal 5: Ratify Grant Thornton LLP as independent auditor for 2026.

Board of directors and corporate governance

• All five director nominees are independent and bring diverse expertise in technology, finance, and governance.

• The board is reducing from seven to five members after the meeting.

• Board committees (Audit, Compensation, Governance, Operational Review) are fully independent and meet regularly.

• The board conducts periodic self-assessments and encourages director education.

• No formal diversity policy, but the board values a mix of backgrounds and skills.