Business Context and Reporting Period
This Form 8-K Current Report was filed by UL Solutions Inc. on June 1, 2026. The filing discloses a special, one-time equity compensation grant to the Company's President and Chief Executive Officer, Jennifer F. Scanlon, approved by the Board of Directors to incentivize long-term value creation and strategic execution.
Key Financial Metrics and Compensation Details
The filing does not report standard financial metrics such as revenue, profit, cash flow, or debt levels. The primary financial data relates to the executive compensation award:
- Award Type: Performance Share Units (PSUs) under the 2024 Long-Term Incentive Plan.
- Target Value: $20 million.
- Number of Units: 200,120 PSUs (calculated based on the closing stock price on the Grant Date).
- Reference Stock Price: $90.54 (60-trading day average closing price preceding the Grant Date).
- Performance Period: Five years, concluding on June 1, 2031.
Material Changes and Vesting Conditions
The award is subject to both continued service and performance-based vesting conditions. Unlike standard annual awards, this grant was designed to extend the performance horizon and ensure 100% of the incremental compensation is performance-based.
- Service Vesting Schedule: 30% on the third anniversary, 30% on the fourth anniversary, and 40% on the fifth anniversary of the Grant Date, contingent on continuous employment.
- Performance Metrics (Alternative):
- Stock Price Metric: 50% to 100% of PSUs earned if the stock price reaches at least $135.81 (target) or $181.08 (maximum) between December 1, 2028, and June 1, 2031. No payout below $135.81.
- Relative TSR Metric: 60% of PSUs earned if the Company's Total Shareholder Return (TSR) ranks at or above the 55th percentile of the S&P 500 index from the Grant Date through June 1, 2031.
Guidance, Risks, and Contingencies
The filing outlines specific contingencies regarding the award's treatment under various termination scenarios:
- Termination for Cause: All vested PSUs are forfeited; the Company may claw back prior payments.
- Death or Disability: PSUs vest pro-rata assuming target achievement.
- Change in Control:
- If not assumed: PSUs fully vest if the CEO remains employed through the transaction date.
- If assumed: PSUs convert to Restricted Stock Units (RSUs) assuming target achievement and continue to vest based on service.
- Termination without cause or resignation for good reason within 24 months post-change in control results in full vesting of unvested RSUs.
- Retirement: The award does not continue to vest if the CEO retires before the end of the applicable vesting periods.
Investor Verification Checklist
- Verify the current stock price relative to the $135.81 threshold required to trigger any payout under the Stock Price Metric.
- Confirm the Company's TSR performance relative to the S&P 500 index to assess eligibility under the Relative TSR Metric.
- Review the 2024 Long-Term Incentive Plan for specific definitions of "Cause," "Good Reason," and "Change in Control."
- Monitor the CEO's employment status to ensure the service vesting conditions are met.