Ultra Clean Holdings, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Form 8-K reports on the results of the 2026 Annual Meeting of Stockholders held on May 22, 2026. Ultra Clean Holdings, Inc. (UCTT), a Delaware corporation, submitted this current report to the SEC on May 26, 2026.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes.
Material Changes and Voting Results
Stockholders approved five proposals at the Annual Meeting. Key outcomes include:
- Proposal 1 (Election of Directors): All eight director nominees were elected. Notably, David T. ibnAle and Emily M. Liggett received approximately 2.4 million "Against" votes each, significantly higher than other nominees, though they still secured majority approval.
- Proposal 2 (Auditor Ratification): Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026.
- Proposal 3 (Executive Compensation): The non-binding advisory vote on executive compensation was approved.
- Proposal 4 (Stock Incentive Plan): Stockholders approved an amendment to increase the number of shares available for issuance under the stock incentive plan by 3,500,000 shares.
- Proposal 5 (ESPP): Stockholders approved an amendment to increase the number of shares available for issuance under the employee stock purchase plan by 450,000 shares.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management commentary on financial outlook, specific risks, contingencies, or unusual items. The document is limited to the certification of vote results.
Key Facts for Investor Verification
- Verify the specific reasons for the elevated "Against" votes for directors David T. ibnAle and Emily M. Liggett, as these dissenting votes were materially higher than for other board members.
- Confirm the total number of shares authorized for future issuance following the approval of the 3,500,000 share increase to the stock incentive plan and the 450,000 share increase to the ESPP.
- Review the definitive proxy statement filed on April 27, 2026, for detailed biographies of the elected directors and the specific terms of the plan amendments.