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 eligible to vote; voting can be done by mail, phone, or online.

• Board recommends voting in favor of all proposals; final voting results will be published on Form 8-K.

Voting matters and shareholder proposals

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

• Board recommends voting FOR all proposals.

• Conversion to Nevada aims to provide greater protection for directors/officers and corporate flexibility.

• Shareholder proposals for the 2026 meeting must be submitted by December 1, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of 11 directors, including both family and independent members; 7 are independent per NASDAQ standards.

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

• Controlled company status exempts from certain NASDAQ independence requirements.

• Board and committees met regularly in 2024; all directors attended at least 75% of meetings.

• Director nominations are handled by the full Board; no separate nominating committee.