Ultra Clean shareholders approve all 2026 meeting items
Ultra Clean Holdings, Inc. held its 2026 Annual Meeting of Stockholders on May 22, 2026, where stockholders approved all proposals presented.
Sentiment and the balance of points
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Form Type
8-K
Rhea-AI Filing Summary
Ultra Clean Holdings, Inc. held its 2026 Annual Meeting of Stockholders on May 22, 2026, where stockholders approved all proposals presented. Eight directors were elected for one-year terms, each receiving over 33.5 million votes in favor.
Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026 with 40,130,181 votes for. They also approved, on a non-binding advisory basis, compensation for the Named Executive Officers, and approved amendments to increase shares available under the stock incentive plan by 3,500,000 shares and under the employee stock purchase plan by 450,000 shares.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Auditor ratification votes for: 40,130,181 votes
Say-on-pay votes for: 35,100,113 votes
Stock incentive plan share increase: 3,500,000 shares
+3 more
6 metrics
Auditor ratification votes for
40,130,181 votes
Ratification of PricewaterhouseCoopers LLP for fiscal 2026
Say-on-pay votes for
35,100,113 votes
Non-binding advisory approval of executive compensation
Stock incentive plan share increase
3,500,000 shares
Additional shares available under stock incentive plan
ESPP share increase
450,000 shares
Additional shares for employee stock purchase plan
Highest director votes for
35,883,333 votes
Election of director Joanne Solomon
Lowest director votes for
33,590,773 votes
Election of director David T. ibnAle
Key Terms
independent registered public accounting firm, non-binding advisory vote, stock incentive plan, employee stock purchase plan, +1 more
5 terms
independent registered public accounting firm financial
"Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory vote financial
"Approval, by non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers."
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
stock incentive plan financial
"Approval of the amendment and restatement of the Company’s stock incentive plan (the “Plan”) to increase the number of shares available for issuance under the Plan by an additional 3,500,000 shares."
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
employee stock purchase plan financial
"Approval of the amendment and restatement of the Company’s employee stock purchase plan (the “ESPP”) to increase the number of shares available for issuance under the ESPP by an additional 450,000 shares."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Broker Non-Votes financial
"For | Against | Abstain | Broker Non-Votes 35,100,113 | 773,047 | 144,457 | 4,399,277"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Ultra Clean Holdings (UCTT) stockholders approve at the 2026 annual meeting?
Stockholders approved all proposals, including electing eight directors, ratifying PricewaterhouseCoopers LLP as auditor for 2026, an advisory vote on executive compensation, and increases to shares available under both the stock incentive and employee stock purchase plans.
How did Ultra Clean Holdings (UCTT) vote on the 2026 director elections?
Eight directors were elected for one-year terms, each receiving more than 33.5 million votes for. Broker non-votes totaled 4,399,277 for each nominee, indicating strong overall support from voting stockholders for the board slate.
Was Ultra Clean Holdings’ 2026 auditor ratification approved by stockholders?
Yes. Stockholders ratified PricewaterhouseCoopers LLP as Ultra Clean Holdings’ independent registered public accounting firm for fiscal 2026, with 40,130,181 votes for, 183,200 against, and 103,513 abstentions, showing clear support for continuing the existing audit relationship.
How did Ultra Clean Holdings (UCTT) stockholders vote on executive compensation in 2026?
In a non-binding advisory vote, stockholders approved compensation for Named Executive Officers with 35,100,113 votes for, 773,047 against, 144,457 abstentions, and 4,399,277 broker non-votes, indicating majority support for the company’s pay practices.
What changes were approved to Ultra Clean Holdings’ stock incentive plan?
Stockholders approved amending and restating the stock incentive plan to increase shares available for issuance by 3,500,000 shares. The vote was 34,373,240 for, 1,526,066 against, 118,311 abstaining, plus 4,399,277 broker non-votes.
What changes were approved to Ultra Clean Holdings’ employee stock purchase plan?
Stockholders approved amending and restating the employee stock purchase plan to add 450,000 shares available for issuance. Voting results were 35,885,605 for, 23,182 against, 108,830 abstaining, and 4,399,277 broker non-votes, reflecting broad support.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): | ||
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s Telephone Number, Including Area Code: | ||
| N/A | ||
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2026 , at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Ultra Clean Holdings, Inc. (the “Company”), the stockholders of the Company considered and approved three proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 27, 2026.
The vote results detailed below represent the final results as certified by the Inspector of Elections:
Proposal 1
Election of directors for a one-year term.
| Director | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Thomas T. Edman | 35,583,689 | 420,800 | 13,128 | 4,399,277 | ||||||||||
| James Xiao | 35,497,518 | 506,734 | 13,365 | 4,399,277 | ||||||||||
| Clarence L. Granger | 35,515,152 | 489,995 | 12,470 | 4,399,277 | ||||||||||
| David T. ibnAle | 33,590,773 | 2,413,324 | 13,520 | 4,399,277 | ||||||||||
| Emily M. Liggett | 33,594,708 | 2,411,196 | 11,713 | 4,399,277 | ||||||||||
| Ernest E. Maddock | 35,812,702 | 193,074 | 11,841 | 4,399,277 | ||||||||||
| Jacqueline A. Seto | 35,604,277 | 401,727 | 11,613 | 4,399,277 | ||||||||||
| Joanne Solomon | 35,883,333 | 123,624 | 10,660 | 4,399,277 | ||||||||||
Proposal 2
Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal 2026.
| For | Against | Abstain | ||||||
| 40,130,181 | 183,200 | 103,513 | ||||||
Proposal 3
Approval, by non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 35,100,113 | 773,047 | 144,457 | 4,399,277 | ||||||||
Proposal 4
Approval of the amendment and restatement of the Company’s stock incentive plan (the “Plan”) to increase the number of shares available for issuance under the Plan by an additional 3,500,000 shares.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 34,373,240 | 1,526,066 | 118,311 | 4,399,277 | ||||||||
Proposal 5
Approval of the amendment and restatement of the Company’s employee stock purchase plan (the “ESPP”) to increase the number of shares available for issuance under the ESPP by an additional 450,000 shares.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 35,885,605 | 23,182 | 108,830 | 4,399,277 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ULTRA CLEAN HOLDINGS, INC. | |||||||||||
| Date: | May 26, 2026 | By: | /s/ Paul Y. Cho | ||||||||
| Name: Paul Y. Cho Title: General Counsel and Corporate Secretary | |||||||||||