Ultra Clean Holdings, Inc. 8-K

What Happened

• Ultra Clean Holdings, Inc. (UCTT) filed an 8-K on May 26, 2026 reporting the certified results of its May 22, 2026 Annual Meeting. Stockholders elected eight directors to one-year terms and approved several other proposals including ratification of PricewaterhouseCoopers LLP as auditor, a non-binding advisory vote on executive compensation, and amendments to increase shares available under the company’s stock incentive plan and employee stock purchase plan (ESPP).
• Directors re-elected: Thomas T. Edman; James Xiao; Clarence L. Granger; David T. ibnAle; Emily M. Liggett; Ernest E. Maddock; Jacqueline A. Seto; Joanne Solomon. The report was signed by Paul Y. Cho, General Counsel and Corporate Secretary.

Key Details

• Meeting date: May 22, 2026; 8-K filed May 26, 2026; proxy statement filed April 27, 2026. Results certified by the Inspector of Elections.
• Director vote examples: Thomas T. Edman — For: 35,583,689; Against: 420,800; Joanne Solomon — For: 35,883,333; Against: 123,624. Broker non-votes: 4,399,277 for director elections.
• Auditor ratified (Proposal 2): PwC — For: 40,130,181; Against: 183,200; Abstain: 103,513.
• Advisory vote on executive compensation (Proposal 3): For: 35,100,113; Against: 773,047; Abstain: 144,457 (non-binding).
• Stock plan amendment (Proposal 4): Approved to add 3,500,000 shares — For: 34,373,240; Against: 1,526,066; Abstain: 118,311.
• ESPP amendment (Proposal 5): Approved to add 450,000 shares — For: 35,885,605; Against: 23,182; Abstain: 108,830.

Why It Matters

• Board continuity: Re-election of all directors maintains the current governance team for another year, preserving strategic and operational continuity.
• Auditor confirmation: Ratifying PwC keeps the company’s accounting firm in place for fiscal 2026, which matters for continuity in financial reporting and audit oversight.
• Shareholder views on pay: The non-binding "say-on-pay" approval indicates majority investor support for the company’s executive compensation practices at this time.
• Potential dilution: Approval to increase the stock incentive plan by 3.5M shares and the ESPP by 450k shares expands shares available for future grants or employee purchases, which could lead to dilution if and when those shares are issued.