8-KFiled Jul 22, 8:00 PM ET

Ultralife Corp Elects Board at 2026 Annual Meeting; Say-on-Pay Every 3 Years

$ULBI · ULTRALIFE CORP

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Ultralife Corp Elects Board at 2026 Annual Meeting; Say-on-Pay Every 3 Years

What Happened
Ultralife Corporation (ULBI) filed an 8‑K reporting the results of its 2026 Annual Meeting of Stockholders held July 22, 2026. Stockholders of record as of May 28, 2026 (16,656,669 shares outstanding) voted, with 13,980,794 shares (83.93%) present in person or by proxy. The company re‑elected all five directors on its board for one‑year terms, ratified WithumSmith+Brown, PC as its independent registered public accounting firm for 2026, approved the advisory say‑on‑pay resolution, and indicated a non‑binding preference for a three‑year frequency on future advisory executive compensation votes. Following the vote, the Board determined future advisory votes on executive compensation will occur every three years.

Key Details

  • Total shares outstanding (record date May 28, 2026): 16,656,669; shares present/voted: 13,980,794 (83.93%).
  • Director election votes (For / Withheld / Broker non‑votes = 2,700,325 for each director):
    • 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
  • Auditor ratification (WithumSmith+Brown, PC for 2026): For 13,830,508; Against 137,166; Abstain 13,120.
  • Advisory votes on executive compensation (say‑on‑pay): For 10,970,705; Against 245,370; Abstain 64,394; Broker non‑votes 2,700,325.
  • Advisory vote on frequency: 1 year 2,576,450; 2 years 109,411; 3 years 8,554,151; Abstain 40,457. Board adopted a three‑year frequency.

Why It Matters
These results confirm continuity of Ultralife’s current board and governance team for the coming year, which can matter for strategic consistency and oversight. Ratification of the independent auditor confirms the firm that will handle Ultralife’s 2026 financial audits. The shareholder preference for a three‑year advisory vote on executive compensation (and the Board’s adoption of that schedule) means investors will have less frequent formal say‑on‑pay votes (every three years rather than annually), which affects the cadence of shareholder feedback on executive pay but does not change compensation policy itself.