Ubiquiti (UI) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 3, 2026, at 10:00 a.m. ET; shareholders of record on Oct. 16 may vote online, by phone, mail or during the meeting.

• Board recommends FOR Robert J. Pera’s director election, KPMG’s fiscal 2027 appointment and the advisory say-on-pay proposal.

Voting matters and shareholder proposals

• Proposal 1 elects Pera to a three-year Class III term; election requires a plurality. Proposals 2 and 3 require a majority of votes present and entitled to vote.

• KPMG ratification covers the fiscal year ending June 30, 2027; the say-on-pay vote is advisory and non-binding.

• Votes may be changed before the meeting vote; quorum requires a majority of issued and outstanding voting shares present or represented by proxy.

• Proposals for inclusion in the 2027 proxy are due June 25, 2027; other business notices are due Aug. 9–Sept. 8, 2027, and universal-proxy notices by Oct. 4, 2027.

Board of directors and corporate governance

• Board has three members, with four seats authorized; the Class II seat remains vacant following Ronald Sege’s death, and an additional director is expected as soon as practicable.

• Arrindell and Torres were determined independent under NYSE rules; Torres is lead independent director. Pera remains Chair and CEO, a structure the Board considers appropriate.

• Board held four meetings in FY2026; directors attended all Board and committee meetings during their service periods. Independent directors held executive sessions at every Board meeting.

• The three Board committees comprise Arrindell and Torres; the audit committee met 16 times, while compensation and nominating/governance committees each met four times in FY2026.