Universal Electronics (UEIC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 19, 2026, with voting available online, by phone, mail, or in person for shareholders of record as of March 27, 2026.

• Five Class II directors are up for election, and several key proposals will be voted on, including board declassification, equity plan amendments, executive compensation, and auditor ratification.

• The board recommends voting in favor of all proposals and highlights ongoing efforts to improve governance, sustainability, and shareholder engagement.

Voting matters and shareholder proposals

• Proposal 1: Election of five Class II directors to serve until 2028 or until successors are elected.

• Proposal 2: Amendment to declassify the board, moving to annual director elections starting in 2027.

• Proposal 3: Amendment and restatement of the 2018 Equity and Incentive Compensation Plan, increasing shares by 375,000, extending the term, and updating governance practices.

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

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

• Shareholder proposals for the 2027 meeting must be submitted by December 10, 2026.

Board of directors and corporate governance

• The board will reduce from seven to five members after the 2026 meeting, all independent.

• Board committees (Audit, Compensation, Corporate Governance/Sustainability/Nominating, Operational Review) are fully independent.

• Board leadership is separated between CEO and Chairman; Eric B. Singer serves as independent Chairman.

• Board diversity is emphasized, though no formal diversity policy exists.

• Directors are subject to stock ownership guidelines and anti-pledging policies.