UL Solutions (ULS) Proxy Filing summary

Executive summary

• 2024 marked the first year as a public company, highlighted by a successful IPO and follow-on offering, strong revenue growth (7.2% to $2.9B), and a 25% increase in net income to $345M.

• Strategic acquisitions in the Industrial segment and expansion of global testing capabilities supported growth and innovation.

• The company remains focused on its mission of safety, science, and transformation, with a global workforce of over 15,000 serving 80,000+ customers in 110+ countries.

Voting matters and shareholder proposals

• Stockholders will vote on: election of 12 directors, ratification of PwC as auditor, advisory approval of executive compensation, and preferred frequency of say-on-pay votes (Board recommends annual).

• Each share of Class A common stock has one vote; Class B has 10 votes. Both classes vote as a single class.

• Board recommends voting FOR all proposals and a 1-year frequency for say-on-pay.

Board of directors and corporate governance

• Board will reduce from 13 to 12 members, with two directors not standing for re-election and one new nominee.

• Four directors are designated by UL Standards & Engagement, which holds 95.7% of voting power.

• Board committees (Audit, HCC, Nominating, Finance) are fully independent and meet NYSE standards.

• Board diversity: 4 women, 2 African American/Black, 1 Asian American, 1 LGBTQ+, 1 veteran.

• Annual board and committee self-evaluations are conducted.