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UL Solutions (NYSE: ULS) investors approve board, auditor and executive pay package

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

UL Solutions Inc. reported the results of its annual meeting of stockholders held on May 20, 2026. All nominated directors were elected, each receiving over 1.30 billion votes for and only small numbers of votes withheld, with additional broker non-votes recorded.

Stockholders also approved the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,311,567,266 votes for and minimal opposition. In addition, on an advisory basis, stockholders approved the compensation of the company’s named executive officers, with 1,309,460,219 votes for, 871,530 against, and 30,075 abstentions.

Positive

  • None.

Negative

  • None.
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.
Votes for CEO director nominee 1,310,101,683 votes Votes for election of director Jennifer F. Scanlon
Auditor ratification votes for 1,311,567,266 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
Say-on-pay votes for 1,309,460,219 votes Advisory approval of compensation of named executive officers
Say-on-pay votes against 871,530 votes Advisory compensation proposal opposition
Broker non-votes on director elections 2,048,924 votes Broker non-votes recorded for each director nominee
Auditor ratification abstentions 728,795 votes Abstentions on PricewaterhouseCoopers LLP ratification
broker non-votes financial
"Votes For | Votes Withheld | Broker Non-Votes Election of directors"
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.
independent registered public accounting firm financial
"retention of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
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.
advisory basis financial
"Approval, on an advisory basis, of the compensation of the Company’s named executive officers"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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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): May 20, 2026
___________________________________
UL Solutions Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-42012
(Commission File Number)
27-0913800
(I.R.S. Employer Identification Number)
333 Pfingsten Road
Northbrook, Illinois
60062
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (847) 272-8800

Not applicable
(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
Class A Common Stock, par value $0.001 per shareULSNew 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 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2026, UL Solutions Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
Each of the director nominees listed below was elected, and Proposals 2 and 3 were approved.
Proposal 1:

Votes For
Votes Withheld		Broker
Non-Votes
Election of directors
Jennifer F. Scanlon1,310,101,683260,1412,048,924
James M. Shannon1,307,441,1062,920,7182,048,924
James P. Dollive1,305,654,2714,707,5532,048,924
Marla C. Gottschalk1,308,220,6672,141,1572,048,924
Friedrich Hecker1,309,921,103440,7212,048,924
Charles W. Hooper1,310,208,766153,0582,048,924
Kevin J. Kennedy1,310,118,386243,4382,048,924
Vikram U. Kini1,310,216,982144,8422,048,924
Sally Susman1,308,607,6041,754,2202,048,924
Michael H. Thaman1,310,218,496143,3282,048,924
Elisabeth Tørstad1,305,888,6854,473,1392,048,924
George A.Williams1,305,837,6454,524,1792,048,924
Proposal 2:

Votes For
Votes Against		AbstentionsBroker Non-Votes
Ratification of retention of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20261,311,567,266114,687728,795—
Proposal 3:

Votes For
Votes Against		AbstentionsBroker Non-Votes
Approval, on an advisory basis, of the compensation of the Company’s named executive officers1,309,460,219871,53030,0752,048,924







Signature
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.
UL Solutions Inc.
Date: May 22, 2026
By:
/s/ Ryan D. Robinson
Ryan D. Robinson
Executive Vice President and Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did UL Solutions Inc. (ULS) stockholders decide at the 2026 annual meeting?

Stockholders elected all nominated directors and approved two key proposals. They ratified PricewaterhouseCoopers LLP as auditor for 2026 and, on an advisory basis, approved compensation for named executive officers, indicating broad support for current governance and pay practices.

Were all director nominees elected at the UL Solutions Inc. (ULS) 2026 annual meeting?

Yes, all listed director nominees were elected with strong support. Each director received over 1.30 billion votes for, with relatively small withheld votes and 2,048,924 broker non-votes recorded for each nominee, signaling broad stockholder backing of the board slate.

How did UL Solutions Inc. (ULS) stockholders vote on executive compensation?

Stockholders approved, on an advisory basis, the compensation of named executive officers. The vote totaled 1,309,460,219 for, 871,530 against, and 30,075 abstentions, with 2,048,924 broker non-votes, suggesting general stockholder support for the company’s executive pay program.

Which auditing firm did UL Solutions Inc. (ULS) stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received 1,311,567,266 votes for, 114,687 against, and 728,795 abstentions, showing very strong approval of the auditor choice.

What are broker non-votes in the UL Solutions Inc. (ULS) 2026 vote results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. For each director and the advisory pay vote, 2,048,924 broker non-votes appeared, typically reflecting uninstructed shares on matters where brokers lack discretionary voting authority.

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