Ubiquiti (UI) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on December 5, 2024, with stockholders able to vote and submit questions online.

• Key proposals include electing two Class I directors, ratifying KPMG as auditor, advisory votes on executive compensation, and the frequency of future say-on-pay votes.

• Stockholders of record as of October 18, 2024, are entitled to vote; 60,470,349 shares were outstanding as of that date.

• The Board recommends voting for all proposals and for a two-year frequency on say-on-pay votes.

Voting matters and shareholder proposals

• Proposals: elect two Class I directors, ratify KPMG as auditor for FY2025, advisory vote on executive compensation, and advisory vote on frequency of future say-on-pay votes.

• Board recommends voting for all director nominees, for auditor ratification, for executive compensation, and for a two-year frequency on say-on-pay.

• Stockholders can submit proposals for the 2025 meeting by June 30, 2025, for inclusion in the proxy statement.

• Advance notice for other proposals or director nominations must be received between August 14 and September 13, 2025.

Board of directors and corporate governance

• Board consists of four members divided into three classes; majority are independent under NYSE rules.

• Robert J. Pera serves as CEO and Chairman; Ronald A. Sege is lead independent director.

• All directors attended all board and committee meetings in FY2024.

• Three standing committees: audit, compensation, and nominating/corporate governance, each composed of independent directors.

• Board emphasizes diversity, independence, and relevant experience in director selection.