Ultra Clean (UCTT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2026, and will be held virtually, with voting eligibility set for shareholders of record as of March 27, 2026.

• Key proposals include director elections, ratification of the external auditor, advisory vote on executive compensation, and amendments to the stock incentive and employee stock purchase plans.

• Fiscal 2025 revenue was $2.05 billion, flat year-over-year, with a GAAP operating margin of -5.2% due to a $151.1 million goodwill impairment; non-GAAP operating margin was 5.3%.

• The company continues to modernize and consolidate global operations, focusing on scalable, state-of-the-art facilities.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight directors, ratification of PricewaterhouseCoopers LLP as auditor, approval of executive compensation, and amendments to both the stock incentive and employee stock purchase plans.

• Amendments to the stock incentive plan would increase available shares by 3.5 million; the employee stock purchase plan would increase by 450,000 shares.

• All proposals require a majority vote of shares present or represented by proxy; abstentions count as negative votes for most proposals.

Board of directors and corporate governance

• The board consists of eight directors, with a majority being independent as required by Nasdaq rules.

• Thomas T. Edman is set to become independent Chairperson, succeeding Clarence L. Granger.

• Board committees include Audit, Compensation and People, and Nominating, Sustainability and Corporate Governance, all composed solely of independent directors.

• Directors attended 100% of meetings in 2025, and the board regularly reviews its leadership structure and governance guidelines.