Business Context and Reporting Period
Company: Universal Display Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: September 10, 2015
Subject: Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Key Financial Metrics
This filing does not contain financial performance data. The document does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The filing reports the approval of new stock awards for two executive officers under the Universal Display Corporation Equity Compensation Plan:
- Julie J. Brown (Senior Vice President and Chief Technical Officer): Awarded 125,000 shares of common stock.
- Mauro Premutico (Vice President Legal and General Manager, Patents and Licensing): Awarded 75,000 shares of common stock.
Guidance, Outlook, and Management Commentary
The filing details specific terms regarding the vesting and retention of the awarded shares:
- Vesting Schedule:
- Dr. Brown: Five equal installments on March 8 from 2017 through 2021.
- Mr. Premutico: Four equal installments on April 16 from 2018 through 2021.
- Conditions: Vesting is contingent upon continued employment. Accelerated vesting applies in the event of a change in control.
- Retention Requirement: Grantees must retain shares for one year after vesting, except in cases of death or change in control.
- Clawback Provisions: The Compensation Committee may request forfeiture of shares (vested or unvested) under specified circumstances during the one-year retention period.
The filing contains no forward-looking guidance, risk factors, or discussion of unusual items beyond the compensation terms.
Investor Verification Checklist
- Verify the total number of shares authorized under the Universal Display Corporation Equity Compensation Plan to assess dilution impact.
- Confirm the vesting status of previous restricted share awards held by Dr. Brown and Mr. Premutico, as the new awards vest only after prior awards are fully vested.
- Review the specific "specified circumstances" in the stock award agreements that trigger the clawback provision.