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): May 17, 2023

 

 

Ultra Clean Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			000-50646	61-1430858
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
26462 Corporate Avenue
Hayward, California				94545
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 510 576-4400

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		UCTT		The Nasdaq Global Market

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. ☐

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 17, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Ultra Clean Holdings, Inc. (the “Company”), the stockholders of the Company considered and approved six proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 21, 2023.

The vote results detailed below represent the final results as certified by the Inspector of Elections:

 

Proposal 1

Election of directors for a one-year term.

 

Director		For		Against		Abstain		Broker Non-Votes
Clarence L. Granger		36,849,514		947,186		38,398		3,714,261
James P. Scholhamer		37,292,847		504,222		38,029		3,714,261
David T. ibnAle		36,738,146		1,051,365		45,587		3,714,261
Emily M. Liggett		36,867,027		923,869		44,202		3,714,261
Thomas T. Edman		36,995,077		795,116		44,905		3,714,261
Barbara V. Scherer		37,351,362		438,657		45,079		3,714,261
Ernest E. Maddock		34,625,375		3,166,067		43,656		3,714,261
Jacqueline A. Seto		36,764,837		1,025,817		44,444		3,714,261

 

Proposal 2

Ratification of the appointment of Moss Adams LLP to serve as the Company’s independent registered public accounting firm for fiscal 2023.

 

For		Against		Abstain
41,274,844		241,001		33,514

 

Proposal 3

Approval, by non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers.

 

For		Against		Abstain		Broker Non-Votes
33,970,680		3,792,155		72,263		3,714,261

 

Proposal 4

Selection, by a non-binding advisory vote, of the frequency with which stockholders of the Company will be asked to approve, by a non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers.

 

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
34,989,541		27,994		2,505,623		311,940		3,714,261

 

Proposal 5

Approval of the amendment and restatement of the Company’s stock incentive plan (the “Plan”) to increase the number of shares available for issuance under the Plan by an additional 2,000,000 shares.

 

For		Against		Abstain		Broker Non-Votes
33,635,552		4,140,467		59,079		3,714,261

 

Proposal 6

Approval of the amendment and restatement of the Company’s employee stock purchase plan (the “ESPP”) to increase the number of shares available for issuance under the ESPP by an additional 500,000 shares and to extend the term of the ESPP to 2044.

 

For		Against		Abstain		Broker Non-Votes
37,702,838		89,854		42,406		3,714,261

 

 

 

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SIGNATURES

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.

			ULTRA CLEAN HOLDINGS, INC.
Date:	May 18, 2023		By:	/s/ Paul Y. Cho
				Name:	Paul Y. Cho
				Title:	General Counsel and Corporate Secretary

 

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