Ubiquiti Inc. (NYSE: UI) director death leads to NYSE audit-committee gap

Rhea-AI Filing Summary

Ubiquiti Inc. reported that longtime director Ronald A. Sege passed away on November 30, 2025. He had served on the audit and compensation committees and chaired the nominating and corporate governance committee. His Class II board seat will remain vacant until the board appoints a replacement.

Because the audit committee now has only two independent directors, Ubiquiti is not compliant with NYSE rules requiring three independent audit committee members. The company notified the NYSE and received a formal non‑compliance notice, and expects to add an independent director to restore compliance.

At the December 4, 2025 annual meeting, stockholders approved the election of Mr. Sege as the Class II director nominee, with 57,469,544 votes for, 579,731 withheld and 1,408,040 broker non‑votes, although the seat will stay vacant. Stockholders also ratified KPMG LLP as the independent auditor for the fiscal year ending June 30, 2026, with 59,437,036 votes for, 12,784 against and 7,495 abstaining.

Insights

Corporate governance analyst

Director’s death creates temporary NYSE audit-committee shortfall Ubiquiti plans to fix.

The passing of Ronald A. Sege, a key independent director serving on multiple committees, leaves Ubiquiti with a vacancy in a Class II board seat and reduces its audit committee to two independent members. NYSE rules require at least three independent audit committee members, so this immediately places the company out of formal compliance.

Ubiquiti has already notified the NYSE and received a non‑compliance notice, and states that it expects to appoint an additional independent director to the board and audit committee. The duration of the non‑compliance period and the profile of the eventual appointee will shape how quickly governance returns to its prior structure.

The annual meeting outcomes were otherwise straightforward: stockholders supported the Class II director nominee and ratified KPMG LLP as auditor for the fiscal year ending June 30, 2026 with a large majority of votes. These voting results indicate continued support for the existing audit firm and board structure, aside from the unavoidable vacancy created by Mr. Sege’s death.

0001511737FALSE00015117372025-12-032025-12-03

UNITED STATES

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): December 3, 2025

UBIQUITI INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35300

32-0097377

(State or jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

685 Third Avenue, 27th Floor

New York, New York 10017

(Address of principal executive offices, including zip code)

(646) 780-7958

(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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value per share			UI			New York Stock Exchange

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Ubiquiti Inc. (the “Company”) deeply regrets to disclose that Ronald A. Sege, a member of the Company’s Board of Directors (the “Board”), passed away on November 30, 2025. Mr. Sege joined the Board in 2012 and served as a member of the Board’s audit and compensation committees and as chair of the Board’s nominating and corporate governance committee (the “Committees”) at the time of his passing. The Company extends its deepest sympathies and condolences to Mr. Sege’s family and loved ones.

Following Mr. Sege’s death, the Class II director seat will remain vacant until a replacement director is appointed by the Board. The Committees have been reduced to two members, both of whom are independent directors. As a result, the Company is no longer compliant with Section 303A.07(a) of the New York Stock Exchange (“NYSE”) Listed Company Manual (the “Listed Company Manual”), which requires that the audit committee of an NYSE-listed company consist of at least three members, each of whom is an independent director.

On December 3, 2025, the Company notified the NYSE of Mr. Sege’s passing and the resulting non-compliance with Section 303A.07(a) of the Listed Company Manual. On December 4, 2025, the Company received official notice of non-compliance from the NYSE with respect to this deficiency. The Company expects to appoint, as soon as practicable, an additional member to the Board and audit committee who meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A.02 of the Listed Company Manual. Upon appointing such new member of the Board and the audit committee, the Company will regain compliance with Section 303A.07(a) of the Listed Company Manual.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 4, 2025, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders voted on the following two proposals and cast their votes as described below.

Proposal 1: To elect one Class II director to serve on the Board until the third annual meeting of the Company’s stockholders following his election or until his successor is duly elected and qualified, or until his earlier death, resignation or removal. This proposal was approved.

			For			Withhold			Broker Non-Votes
Ronald A. Sege *			57,469,544			579,731			1,408,040

* As disclosed above, Mr. Sege, who was listed in the Company’s definitive proxy statement as a director nominee standing for re-election to the Board at the Annual Meeting, passed away prior to the Annual Meeting. The Board did not designate a substitute nominee for Mr. Sege’s director position, and the Class II director seat will remain vacant until a replacement is appointed by the Board.

Proposal 2: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. This proposal was approved.

For			Against			Abstain
59,437,036			12,784			7,495

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

UBIQUITI INC.

December 5, 2025

By:

/s/ Robert J. Pera

Name:

Robert J. Pera

Title:

Chief Executive Officer

FAQ

What corporate event did Ubiquiti Inc. (UI) disclose in this 8-K?

Ubiquiti Inc. disclosed that director Ronald A. Sege passed away on November 30, 2025. He was a long‑serving board member, committee member, and chair of the nominating and corporate governance committee, and his Class II board seat will remain vacant until the board appoints a replacement.

How does Ronald A. Sege’s death affect Ubiquiti Inc.’s NYSE compliance?

Mr. Sege’s death reduced Ubiquiti Inc.’s audit committee to two independent members, while NYSE rules require at least three independent directors on the audit committee. As a result, the company is not compliant with Section 303A.07(a) of the NYSE Listed Company Manual until a new independent audit committee member is appointed.

What steps is Ubiquiti Inc. (UI) taking to address the NYSE audit committee deficiency?

On December 3, 2025, Ubiquiti notified the NYSE of the audit committee shortfall and on December 4, 2025 received an official non‑compliance notice. The company states that it expects to appoint, as soon as practicable, an additional board and audit committee member who meets the independence requirements of Rule 10A‑3 and NYSE rules, which would restore compliance.

What were the director election results at Ubiquiti Inc.’s 2025 annual meeting?

Stockholders voted to elect Ronald A. Sege as the Class II director nominee with 57,469,544 votes for, 579,731 withheld, and 1,408,040 broker non‑votes. However, because he passed away before the meeting and no substitute nominee was designated, the Class II seat will remain vacant until the board appoints a replacement.

Did Ubiquiti Inc. (UI) stockholders approve the company’s independent auditor?

Yes. Stockholders ratified the appointment of KPMG LLP as Ubiquiti Inc.’s independent registered public accounting firm for the fiscal year ending June 30, 2026, with 59,437,036 votes for, 12,784 against, and 7,495 abstentions.

Will Ubiquiti Inc. immediately fill the vacant Class II director seat?

The Class II director seat left vacant by Ronald A. Sege’s death will remain vacant until the board appoints a replacement. Ubiquiti also plans to appoint an additional independent director to the audit committee so that it again has at least three independent members, as required by NYSE rules.