Universal Logistics (ULH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2025, to elect 11 directors, approve conversion to a Nevada corporation, and ratify the appointment of Grant Thornton LLP as independent auditor for 2025.

• Shareholders of record as of March 7, 2025, are entitled to vote; each share of common stock has one vote.

• Board recommends voting FOR all proposals on the agenda.

Voting matters and shareholder proposals

• Proposals include election of 11 directors, approval of conversion to a Nevada corporation, and ratification of Grant Thornton LLP as auditor.

• Board recommends FOR all proposals; election of directors by plurality, conversion requires majority of outstanding shares, auditor ratification by majority of votes cast.

• No other matters are known to be up for vote, but proxies may vote on additional matters if they arise.

Board of directors and corporate governance

• Board consists of 11 directors, with annual elections; seven are independent per NASDAQ standards.

• Board structure separates Chairman and CEO roles; three standing committees: Audit, Compensation, and Executive.

• Environmental, Social and Governance (ESG) Committee established, with a board representative.

• Director compensation includes annual retainers, additional fees for committee chairs, and optional stock grants.

• Controlled company status exempts from certain NASDAQ independence requirements.