DEF: Ultralife Corporation 2026 Annual Meeting Proxy Statement

Ultralife Corporation announces its 2026 Annual Meeting of Stockholders, scheduled for July 22, 2026, to elect directors, ratify auditors, and vote on executive compensation.

Summary

• The document is a proxy statement for Ultralife Corporation's 2026 Annual Meeting of Stockholders.
• The meeting is scheduled for July 22, 2026, at 9:00 A.M. Eastern Time in Atlanta, GA.
• Key agenda items include the election of five directors, ratification of WithumSmith+Brown, PC as the independent auditor for fiscal year 2026, and advisory votes on executive compensation (Say-on-Pay) and the frequency of future Say-on-Pay votes (Say-When-on-Pay).
• Stockholders of record as of May 28, 2026, are entitled to vote.
• The company is utilizing internet distribution of proxy materials to reduce costs and environmental impact.
• The Board of Directors recommends voting FOR the election of all director nominees and FOR the ratification of the independent auditor.
• The Board also recommends voting FOR the Say-on-Pay resolution and for a triennial frequency for future Say-on-Pay votes.
• Information on corporate governance, director and executive compensation, security ownership, and submission of stockholder proposals is provided.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as having a neutral to slightly negative sentiment due to the lack of executive bonus payouts in recent years and a net loss in 2025, despite the routine nature of a proxy statement.

Positives

• The company is continuing its practice of providing proxy materials electronically, which reduces costs and environmental impact.
• All directors attended at least 75% of Board and committee meetings in 2025.
• The company has a Code of Ethics applicable to all employees, officers, and directors.
• An Insider Trading Compliance Policy is in place to prevent insider trading.
• A compensation recovery (clawback) policy is in effect, compliant with SEC and NASDAQ rules.
• All non-employee directors currently meet stock ownership guidelines.
• The company has no reportable related party transactions for 2024 and 2025.
• The Audit and Finance Committee has reviewed and discussed the 2025 audited financial statements with management and the independent auditor.
• The company's executive compensation program is designed to align executive interests with stockholder interests and reward performance.

Negatives

• Messrs. Manna and Fain did not earn Short-Term Incentive Plan (STIP) awards for 2025 or 2024 due to not meeting consolidated operating profit and revenue goals.
• The company's net income attributable to Ultralife was negative in 2025 (-$5,898,000).
• The value of an initial $100 investment in the company's common stock has decreased significantly from December 31, 2022, to the end of 2025 (from $193 to $148).

Risks

• Forward-looking statements in the proxy statement involve risks and uncertainties, and actual results could differ materially due to various factors discussed in periodic SEC filings.
• The company's enterprise risk management process is overseen by the Corporate Development and Governance Committee, with the Audit and Finance Committee focusing on financial and cybersecurity risks.
• The company's policy is that directors retire at the annual meeting following their 70th birthday, unless they own over 5% of outstanding shares, in which case the age increases to 75.

Future Outlook

The filing does not contain specific forward-looking financial guidance. However, it mentions the 45X Advanced Manufacturing Production Tax Credit established by the Inflation Reduction Act, running through 2032, for certain qualifying battery cells and packs.

Management Comments

• "Your continued interest in the Company is greatly appreciated. We look forward to a productive 2026 Annual Meeting of Stockholders."
• "We believe that the segregation of the roles of Board Chair from that of the President and Chief Executive Officer ensures better overall governance of our Company and provides meaningful checks and balances regarding our overall performance."
• "Our executive compensation program is structured to align the interests of our named executive officers with those of our stockholders by rewarding performance that achieves successful execution of our business strategy, grows our business and increases stockholder value."

Industry Context

StockSavvy.ai notes that this filing is a standard proxy statement for an annual meeting, typical for publicly traded companies. The mention of the 45X Advanced Manufacturing Production Tax Credit indicates the company's engagement with government incentives aimed at boosting domestic manufacturing, particularly in the battery sector, which is a growing and strategically important industry.

Comparison to Industry Standards

• Director compensation is targeted at the median levels for companies in similar industries and of similar size, with annual retainers for non-employee directors at $73,500 and $108,000 for the Board Chair.
• Executive compensation is structured to align with peer group named executive officers, with STIP target bonus levels for Messrs. Manna and Fain at 60% and 50% of their base salaries, respectively, for 2025.
• The company's practice of holding an advisory vote on executive compensation every three years (Say-When-on-Pay) is a strategic choice, following a previous advisory vote in 2023 with over 98% stockholder support.

Corporate Governance

Related Party Transactions

• No reportable related party transactions occurred during 2025 and 2024, and there are currently no such proposed transactions.

Stakeholder Impact

• Shareholders: Voting rights on director elections, auditor ratification, and executive compensation. The company's financial performance and executive compensation structure directly impact shareholder value.
• Employees: The company's Code of Ethics and Insider Trading Policy apply to employees. Executive compensation structure may influence employee motivation and retention.
• Management: Subject to director elections, advisory votes on compensation, and policies on ethics, insider trading, and hedging.
• Auditors: The selection of WithumSmith+Brown, PC is subject to shareholder ratification, impacting the relationship and services provided.

Next Steps

• Stockholders are encouraged to vote their shares prior to the 2026 Annual Meeting of Stockholders.
• The company will hold its 2026 Annual Meeting of Stockholders on July 22, 2026.
• The Audit and Finance Committee will consider the outcome of the auditor ratification vote when selecting the independent registered public accounting firm for future years.
• The Board of Directors and Compensation and Management Committee will review and consider the results of the Say-on-Pay and Say-When-on-Pay advisory votes when making future compensation decisions.
• Stockholder proposals for the 2027 Annual Meeting must be received by January 28, 2027, for inclusion in the proxy statement.

Key Dates

Recommendation

The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or strategic initiatives that would warrant a buy or sell recommendation. While the company reported a net loss in 2025 and executive bonuses were not earned, these are historical performance indicators. The lack of significant new information or strategic shifts leads to a 'hold' recommendation, pending future performance updates.

Keywords

Ultralife Corporation, Proxy Statement, Annual Meeting, Stockholders, Director Election, Executive Compensation, Independent Auditor, Corporate Governance, SEC Filing, DEF 14A