株探米国株
英語
エドガーで原本を確認する
0000101984false00001019842025-12-302025-12-30



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _______________________________________  
FORM 8-K
  _______________________________________  

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2025
  _______________________________________ 

UNIVERSAL ELECTRONICS INC.
(Exact name of Registrant as specified in its charter)
  _______________________________________ 

Delaware
0-21044 33-0204817
(State or other jurisdiction
(Commission File No.) (I.R.S. Employer
of incorporation)
Identification No.)
15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254-2494
(Address of principal executive offices and zip code)
(480) 530-3000
(Registrant’s telephone number, including area code)
  _______________________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Common Stock, par value $0.01 per share UEIC The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨





Item 5.02 Departure of Directors or Certain Officers; Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of December 30, 2025, the board of directors (the "Board") of Universal Electronics Inc. (the “Company”) unanimously appointed Wade M. Jenke as Chief Financial Officer, principal financial officer and principal accounting officer of the Company. Sui Man Ho (a.k.a. Raymond Ho), the Company’s Interim Chief Financial Officer, will continue to serve as the Company’s Senior Vice President of Finance.

Wade M. Jenke, age 42, served as the Chief Financial Officer of Amtech Systems, Inc., a Nasdaq-listed public company (ASYS) that manufactures and provides advanced thermal processing equipment, services, and supplies for the semiconductor industry, from August 2024 to December 2025. Prior to joining Amtech, Mr. Jenke served as Chief Financial Officer of EMS Group, a business unit of ASSA ABLOY Opening Solutions, an access solutions company, from January 2018 to July 2024. From September 2016 to December 2018, Mr. Jenke served as Vice President of Finance and Director of Accounting at HES Inc., a provider of electromechanical locking solutions. From June 2012 to August 2016, Mr. Jenke served as HES Inc.'s Senior Manager of Finance and Cost Analysis. Mr. Jenke received his B.S. and MBA from Arizona State University.

Pursuant to an offer letter (the “Letter Agreement”), Mr. Jenke will receive an annual base salary of $325,000 and, subject to the Board’s approval, Mr. Jenke will receive (a) an option to purchase 100,000 shares of the Company’s common stock, vesting over a three-year period with 1/3 of the total number of shares vesting on each annual anniversary; (b) 100,000 performance stock units based on (i) time-based service requirement vesting in one-year cliff increments over three years and (ii) achievement of a stock price performance-based requirement; and (c) 100,000 performance stock units based on (i) time-based service requirement vesting in one-year cliff increments over three years and (ii) achievement of a stock price performance-based requirement. In addition, Mr. Jenke will be is eligible to participate in the Company’s management bonus program, with a bonus target of 40% subject to continued employment.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. On December 30, 2025, the Company issued a press release announcing Mr. Jenke’s appointment as Chief Financial Officer. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

There is no arrangement or understanding between Mr. Jenke and any other person pursuant to which he was selected as an officer of the Company. Additionally, there are no family relationships between Mr. Jenke and any of the Company’s directors or executive officers, and Mr. Jenke has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment, the Company expects to enter into its form of indemnification agreement with Mr. Jenke.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description
10.1*#    Offer Letter dated November 17, 2025 by and between Universal Electronics Inc. and Wade M. Jenke.
99.1       Press Release dated December 30, 2025.
104         Cover Page to this Current Report on Form 8-K, formatted in Inline XBRL.
* Indicates management contract or compensatory plan or arrangement.
# Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.


1



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Universal Electronics Inc.
Date: December 30, 2025
By: /s/ Richard K. Carnifax
Richard K. Carnifax
Interim Chief Executive Officer
(Principal Executive Officer)


2

EX-10.1 2 exhibit101-offerletterx202.htm EX-10.1 Document
Exhibit 10.1
[*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

November 17, 2025
Wade Michael Jenke
Dear Wade,
It is our pleasure to offer you the Chief Financial Officer (CFO) position at Universal Electronics Inc. (UEI) as outlined below. We feel confident that you will be a great addition to our team and look forward to having you.
Title:    Chief Financial Officer
Reports to:    Richard Carnifax, Interim CEO
Rate:    $325,000.00, payable bi-weekly every other Friday as an Exempt Employee, subject to statutory payroll taxes.
Incentive Program:    You will be included in the discretionary MGMT Bonus Program during your employment. To be eligible, you must be actively employed and have worked for at least three months of the review period (January to December). Bonus Target is 40%.
Equity:    100,000 Options with an exercise price equal to the closing price of the Company’s Common Stock on the date of grant, vesting over three-year period with 1/3rd of the total number of shares vesting on each annual anniversary.
100,000 Performance Stock Units (PSU) with two vesting conditions: (i) time-based service requirement vesting in one-year cliff increments over three years; and (ii) achievement of a stock price performance-based requirement [*].
100,000 Performance Stock Units (PSU) with two vesting conditions: (i) time-based service requirement vesting in one-year cliff increments over three years; and (ii) achievement of a stock price performance-based requirement [*].
Location:    Scottsdale, AZ Office
Introductory
Period:     There is a 90 day introductory period.
FTO:    Flexible Time Off (FTO) is granted to all full-time employees working at least 30 hours per week. FTO hours are available after 90 calendar days of continuous employment. Overtime hours are not used to calculate FTO hours. All FTO requests should be scheduled at least two weeks in advance and directed to your supervisor for approval. This policy does not maintain a balance and does not accrue.
Holidays:    10 paid holidays
Sick time:    Up to 5 days (40 hours) of paid sick leave (in accordance with state law) to use if needed within the calendar year following the end of the introductory period.
Health Insurance:    Anthem/Allied health, Anthem vision and dental insurance, following 30 days of work, at the existing employee rate until renewal in July 2026 when the cost may change.


2
Life Insurance:    Universal Electronics will provide term life insurance at no cost to you. The amount will be equal to your annual base salary up to a maximum of $100,000.
401(k):    Employee is eligible to participate in the plan following 30 days of your Start Date. The company offers a discretionary match which is currently paused (there is no guarantee on the timing, if at all, of reinstatement of the matching program).
Start Date:    On or around December 1, 2025 following a successful completion of our screening process.
This offer is contingent upon your right to work in the United States. At the time of hire you are responsible for providing the appropriate documentation to Human Resources demonstrating your right to work in the United States.
Additionally, Universal Electronics Inc. is an equal employment opportunity employer and will not discriminate against any applicant for employment in an unlawful manner.
Universal Electronics Inc. certainly hopes that it and you will find the employment relationship satisfying and rewarding in all respects. Notwithstanding this offer of employment, Universal Electronics Inc. is an at will employer and, accordingly, it should be remembered that your employment relationship with Universal Electronics Inc. is terminable at will, at the option of the employee or the employer, at any time, with or without cause or advance notice. You will be asked to sign your acknowledgement and understanding of this on or about your first day of employment with Universal Electronics Inc. In addition, as a further condition to your employment, you will be required to sign various agreements and documents, including without limitation our Employee Handbook acknowledgements, Systems Privacy Usage Policy, and our Proprietary Information & Invention Ownership Agreement.
This letter outlines the benefits to be provided to you by Universal Electronics Inc. You are advised that the benefits described above are fully described in the various documents setting forth all of the terms and conditions of such benefits, copies of which you will receive upon becoming eligible to participate. Moreover, Universal Electronics Inc. reserves the right to modify or discontinue any and all of the above-identified benefits at any time and in its sole discretion.
By accepting this offer of employment, you represent that you are not nor have you been a party to any agreement that restricts your ability to become an employee of UEI or to perform any or all of the duties to be assigned to you as an employee of UEI. You further represent that (1) by becoming an employee of UEI and performing any or all of the duties assigned to you, you have not and will not breach any agreement or covenant not to compete, invention assignment, confidentiality agreement, or similar agreement which is enforceable under the laws of the state in which your employment with UEI occurs and 2) you will not bring to UEI or use in the performance of your duties as assigned to you any documents, materials, or confidential information of any former employer or other party.
This offer of employment is contingent on satisfactory completion of drug testing, background investigation and acceptable reference checks.
I am very enthusiastic about the opportunity to work with you. I look forward to your favorable response and having you join our team. Your signature below denotes your acceptance of this offer. Please reply by 5 p.m. on November 18, 2025. If you have any questions, please connect with Essie Pagan at 480.530.3016.
Best regards,    Accepted:
/s/ Richard Carnifax November 18, 2025    Wade Jenke /s/ Wade Jenke November 19, 2025
Richard Carnifax    Candidate Name / Signature / Date
Interim CEO


EX-99.1 3 exhibit991-pressreleasex20.htm EX-99.1 Document


Exhibit 99.1
image_0.jpg

Universal Electronics Appoints Wade Jenke as Chief Financial Officer

Brings Over 20 Years of Finance, Strategic Management and Public Company Expertise to New Role
SCOTTSDALE, AZ – December 30, 2025 – Universal Electronics Inc. (UEI) (Nasdaq: UEIC) today announced that it has appointed Wade M. Jenke as Chief Financial Officer, effective immediately. Mr. Jenke will report to Richard Carnifax, UEI’s COO and Interim CEO. Sui Man Ho (a.k.a. Raymond Ho), the Company’s Interim Chief Financial Officer, will continue to serve as the Company’s Senior Vice President of Finance.
As Chief Financial Officer, Mr. Jenke will be responsible for UEI’s financial, accounting, treasury, and investor relations functions, and will implement financial strategies that support UEI’s growth and profitability initiatives.
Most recently, Mr. Jenke served as the Chief Financial Officer of Amtech Systems, Inc., a Nasdaq-listed public company (ASYS) that manufactures and provides advanced thermal processing equipment, services, and supplies for the semiconductor industry, from August 2024 to December 2025. Prior to joining Amtech, he served as Chief Financial Officer of EMS Group, a business unit of ASSA ABLOY Opening Solutions, an access solutions company, from January 2018 to July 2024. From September 2016 to December 2018, Mr. Jenke served as Vice President of Finance and Director of Accounting at HES Inc., a provider of electromechanical locking solutions. From June 2012 to August 2016, he served as HES Inc.'s Senior Manager of Finance and Cost Analysis. Mr. Jenke received his B.S. and MBA from Arizona State University, is a Certified Public Accountant (CPA) in the State of Arizona, has a Project Management Professional (PMP) certification, and is a Six Sigma Black Belt.
“Wade brings extensive financial and strategic growth experience to his new role,” said Richard Carnifax. “His background in the finance functions of publicly-traded technology companies and his strategic and operational expertise will be an invaluable asset to our senior management team, finance and accounting departments and Board of Directors as we continue to drive towards improved financial results. I am delighted to welcome him to our team and look forward to the leadership and support he will provide.”
“I am excited to join UEI to further enhance our financial discipline and support the execution of our strategic initiatives as we focus on delivering improved financial performance,” said Mr. Jenke. “I look forward to working with Rick, the entire UEI team and the Board of Directors to achieve our strategic and financial goals.”
Forward-looking Statements
This press release and accompanying schedules contain "forward-looking statements" within the meaning of federal securities laws, including expected benefits from the appointment of our Chief Financial Officer. We caution you that these statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those we identify below and other risk factors that we identify in our annual report on Form 10-K for the year ended December 31, 2024 and the periodic and current reports filed and furnished since then.
Risks that could affect forward-looking statements in this press release include: our ability to implement financial strategies that support UEI’s growth and profitability initiatives, drive improved financial results, enhance our financial discipline and support the execution of our strategic initiatives; and other factors more fully described in our reports filed with the Securities and Exchange Commission. Since it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results, the above list should not be considered a complete list. Further, any of these factors could cause actual results to differ materially from the expectations we express or imply in this press release. We make these forward-looking statements as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
1



About Universal Electronics
Universal Electronics Inc. (Nasdaq: UEIC) is the global leader in wireless universal control solutions for the home. The company brings to life millions of innovative control products each year that focus on a user-centric approach to building control products and applications that simplify user interaction with highly complex technologies in the home, removing interoperability challenges as a roadblock for user adoption, with privacy first and a secure by design approach to today's smart devices. Our solutions are trusted by the world's leading brands in home entertainment and the connected home markets, including Fortune 500 customers Daikin, Carrier, Comcast, Vivint Smart Home, Samsung, Sony, Hunter Douglas and Somfy. The company's pioneering breakthrough innovations include its award-winning voice control entertainment remote controls and QuickSet Cloud, the world's leading platform for automated device and service discovery, set-up and control, and user experience personalization for the home. For more information, visit www.uei.com.
Contacts
UEI: Sui Man Ho, SVP, Finance, UEI, investors@uei.com 480-530-3000
Investors: Richard Land, Alliance Advisors, ueiinvestor@allianceadvisors.com, 212-838-3777

2