Ultra Clean Holdings, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Ultra Clean Holdings, Inc. on February 14, 2008. The report details corporate governance updates, specifically regarding executive compensation policies and amendments to the company's Bylaws.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on non-financial corporate actions.
Material Changes
- Severance Policy Approval: The Compensation Committee approved a new severance policy for executive officers lacking existing employment agreement protection. Eligible officers terminated without cause who sign a release receive:
- 75% of their then-current annual base salary.
- 50% of their average annual cash bonus/incentive compensation over the prior 3 years.
- Reimbursement of COBRA costs for up to 9 months.
- Bylaws Amendment: The Board of Directors amended the Amended and Restated Bylaws to:
- Permit electronic transmission for meetings, notices, proxies, and ballots.
- Reflect that the Stockholders' Agreement dated March 24, 2004, is no longer in effect.
- Confirm that FP-Ultra Clean L.L.C. is no longer a stockholder of the Company.
Guidance, Outlook, and Risks
The filing text does not provide guidance, outlook, management commentary on financial performance, or specific risk factors beyond the standard incorporation of the Bylaws by reference.
Key Facts for Investor Verification
- Verify the specific list of executive officers covered by the new severance policy versus those with existing agreements.
- Confirm the full text of the Second Amended and Restated Bylaws (Exhibit 3.01) for details on electronic communication procedures.
- Validate the current shareholder registry to confirm FP-Ultra Clean L.L.C. is no longer listed as a stockholder.