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Ultralife Corporation (NASDAQ: ULBI) 2026 meeting backs board, auditor, pay

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ultralife Corporation held its 2026 Annual Meeting of Stockholders on July 22, 2026. Stockholders of record on May 28, 2026, owning 16,656,669 shares of common stock, were eligible to vote; 13,980,794 shares, or 83.93%, were present in person or by proxy, constituting a quorum.

All five nominees were elected to the Board of Directors, each receiving more than 10.2 million votes in favor, with 2,700,325 broker non-votes recorded for each director. Stockholders ratified WithumSmith+Brown, PC as independent registered public accounting firm for 2026 with 13,830,508 votes for. An advisory resolution on executive compensation was approved with 10,970,705 votes for, and on a non-binding basis stockholders indicated a preference for holding future advisory votes on executive compensation every three years. The Board determined that future advisory say-on-pay votes will be held on a three-year schedule.

Positive

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Negative

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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.
Shares entitled to vote 16,656,669 shares Common stock outstanding and entitled to vote as of May 28, 2026 Record Date
Shares present at meeting 13,980,794 shares (83.93%) Shares present in person or by proxy at the 2026 Annual Meeting constituting a quorum
Votes for Michael E. Manna 11,065,320 shares Votes cast in favor of director nominee Michael E. Manna
Auditor ratification for votes 13,830,508 shares Votes for ratifying WithumSmith+Brown, PC as independent registered public accounting firm for 2026
Say-on-pay for votes 10,970,705 shares Votes for the advisory resolution on executive compensation
3-year frequency votes 8,554,151 shares Votes preferring a three-year frequency for future advisory votes on executive compensation
broker non-votes regulatory
"The number of shares that ... were broker non-votes, are set forth in the table"
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.
advisory resolution on executive compensation regulatory
"The Company’s shareholders approved an advisory resolution on executive compensation"
non-binding advisory basis regulatory
"shareholders indicated their preference, on a non-binding advisory basis, that the frequency"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
quorum regulatory
"13,980,794 (83.93%) were present in person or by proxy, representing a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What was the voting turnout at Ultralife Corporation (ULBI)’s 2026 Annual Meeting?
Ultralife’s 2026 Annual Meeting had strong participation, with 13,980,794 shares (83.93%) present in person or by proxy out of 16,656,669 shares of common stock outstanding and entitled to vote as of the May 28, 2026 Record Date.

Which directors were elected at Ultralife Corporation (ULBI)’s 2026 Annual Meeting?
Stockholders elected all five nominees to Ultralife’s Board: Michael E. Manna, Janie Goddard, Thomas L. Saeli, Robert W. Shaw II, and Bradford T. Whitmore. Each received over 10.2 million votes for, with 2,700,325 broker non-votes recorded for each director.

Did Ultralife Corporation (ULBI) stockholders ratify the 2026 independent auditor?
Yes. Stockholders ratified WithumSmith+Brown, PC as Ultralife’s independent registered public accounting firm for 2026, with 13,830,508 votes for, 137,166 against, and 13,120 abstentions, indicating broad support for the selected audit firm.

How did Ultralife Corporation (ULBI) stockholders vote on executive compensation in 2026?
Stockholders approved the advisory resolution on executive compensation, with 10,970,705 votes for, 245,370 against, 64,394 abstentions, and 2,700,325 broker non-votes. This vote is advisory and reflects support for the company’s executive pay program.

What frequency of say-on-pay votes did Ultralife Corporation (ULBI) stockholders prefer?
On a non-binding basis, stockholders favored holding say-on-pay votes every three years, with 8,554,151 votes for 3 Years, compared with 2,576,450 for 1 Year, 109,411 for 2 Years, and 40,457 abstentions. The Board adopted a three-year frequency.

What action did Ultralife Corporation (ULBI)’s Board take following the 2026 say-on-pay frequency vote?
Taking into account the voting results and other factors, Ultralife’s Board determined that future advisory votes on executive compensation will occur every three years, aligning its policy with the stockholders’ preferred frequency indicated at the 2026 Annual Meeting.
false 0000875657 0000875657 2026-07-23 2026-07-23
 
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
 
July 23, 2026
Date of Report (Date of Earliest Event Reported)
 
ULTRALIFE CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
000-20852
16-1387013
(State of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
2000 Technology Parkway, Newark, New York 14513
(Address of principal executive offices) (Zip Code)
 
(315) 332-7100
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, $0.10 par value per share
 
ULBI
 
 NASDAQ Stock Market
    
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 (see General Instruction A.2. below):
 
☐ 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)) 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 July 22, 2026, Ultralife Corporation (“the Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Only stockholders of record at the close of business on May 28, 2026 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 16,656,669 shares of common stock outstanding and entitled to vote, of which 13,980,794 (83.93%) were present in person or by proxy, representing a quorum. The results of stockholder voting on the proposals presented were as follows:
 
1. The Company’s stockholders elected five Directors, all of whom constitute the Company’s entire Board of Directors, to serve for a term of one year and until their successors are duly elected and qualified. The number of shares that (i) voted for the election of each Director, (ii) withheld authority to vote for each Director, and (iii) were broker non-votes, are set forth in the table below.
 
Director
For
Withheld
Broker Non-Votes
 
 
 
 
Michael E. Manna
11,065,320
 215,149
2,700,325
Janie Goddard
10,260,448
1,020,021
2,700,325
Thomas L. Saeli
11,044,346
  236,123
2,700,325
Robert W. Shaw II
11,044,375
  236,094
2,700,325
Bradford T. Whitmore
10,912,209
  368,260
2,700,325
 
2. The Company’s stockholders ratified the selection of the Company’s independent registered public accounting firm as WithumSmith+Brown, PC for 2026. The number of shares that (i) voted for the ratification of the accounting firm, (ii) voted against the ratification, and (iii) abstained from the vote are set forth in the table below.
 
For
Withheld
Abstain
 
 
 
13,830,508
137,166
13,120
 
3. The Company’s shareholders approved an advisory resolution on executive compensation. The number of shares that (i) voted for the resolution, (ii) voted against the resolution, (iii) abstained from the vote, and (iv) were broker non-votes, are set forth in the table below.
 
For
Against
Abstain
Broker Non-Votes
 
 
 
 
10,970,705
245,370
64,394
2,700,325
                                                                 
4. The Company’s shareholders indicated their preference, on a non-binding advisory basis, that the frequency of future advisory votes on executive compensation be “3 Years”. The number of shares that (i) voted for 1 Year, (ii) voted for 2 Years, (iii) voted for 3 Years, and (iv) abstained from the vote, are set forth in the table below.
 
1 Year
2 Years
3 Years
Abstain
 
 
 
 
2,576,450
109,411
8,554,151
40,457
                                                   
In consideration of the voting results of the Annual Meeting and other factors, the Board of Directors has determined that the frequency of future advisory votes on executive compensation will be three years.
 
 
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 hereunto duly authorized.
 
 
Date: July 23, 2026
 
ULTRALIFE CORPORATION
 
 
 
 
 
 
 
By:
/s/ Philip A. Fain
 
 
Philip A. Fain
 
 
Chief Financial Officer and Treasurer
 
 
 
 
 
 
 

Source: View Original Filing on SEC EDGAR

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