OLED.NASDAQUniversal Display CORP \pa\
DEF 14A: Universal Display Corporation Announces 2024 Annual Meeting of Shareholders
Sentiment:
Proxy Statement
Universal Display Corporation will hold its 2024 Annual Meeting of Shareholders virtually on June 20, 2024, to elect directors, approve executive compensation, and ratify the appointment of KPMG LLP as the independent auditor.
Summary
- Universal Display Corporation (UDC) is holding its 2024 Annual Meeting of Shareholders virtually on June 20, 2024.
- Shareholders will vote on the election of ten directors to one-year terms.
- An advisory resolution regarding executive officer compensation will be voted on.
- The ratification of KPMG LLP as the independent registered public accounting firm for 2024 will be voted on.
- The record date for determining shareholders eligible to vote is April 5, 2024.
- Proxy materials were sent to registered holders and a Notice Regarding the Availability of Proxy Materials was sent to beneficial owners beginning on or about April 25, 2024.
- The Board of Directors recommends voting FOR all director nominees, the advisory vote on executive compensation, and the ratification of KPMG LLP.
- The Board of Directors increased the number of directors from eight to ten on March 4, 2024, and elected Dr. Nigel Brown and Dr. Joan Lau as independent directors.
- The company's Board Diversity Matrix outlines diversity statistics regarding the Board of Directors, including gender, demographic background, and veteran status.
- The company's Board of Directors has adopted stock ownership guidelines for Named Executive Officers, requiring them to own shares of the company's common stock with a market value equal to a multiple of their base salary.
- The company's Board of Directors has adopted stock ownership guidelines for non-employee members of the Board, requiring them to own shares of the company's common stock equal in value to ten times their annual cash compensation for Board service.
- The Board of Directors approved a new executive compensation recovery or clawback policy on December 1, 2023, in accordance with applicable Nasdaq listing standards.
- The company's Human Capital Committee and Board of Directors approved and adopted the UDC, Inc. Nonqualified Deferred Compensation Plan (the DCP), which went into effect on January 1, 2024.
Sentiment
Score: 7
Explanation: The document is a standard proxy statement, which is generally neutral in tone. It provides necessary information for shareholders to make informed decisions. The sentiment is slightly positive due to the company's commitment to good governance and ethical practices.
Positives
- The company is committed to good corporate governance practices, as evidenced by the adoption of stock ownership guidelines, a clawback policy, and a code of ethics.
- The company is committed to diversity and inclusion, as evidenced by the Board Diversity Matrix and the company's equal opportunity employment policy.
- The company has a strong focus on environmental, health, and safety (EHS) considerations in its business operations.
- The company fosters a culture of giving back to the local community through various charitable activities and a matching gift program.
Risks
- The document mentions potential conflicts of interest in related-person transactions, which require ongoing review and approval by the Audit Committee.
- The company's executive compensation program is subject to the risk of not being aligned with shareholder interests, although the Board considers shareholder feedback in making compensation decisions.
- The company's operations are subject to various risks, including operational, financial, legal, and strategic risks, which are overseen by the Board of Directors.
Future Outlook
The company intends to continue its shareholder outreach program and consider shareholder feedback in devising its executive compensation programs and company policies.
Industry Context
The document does not provide specific details on how this announcement relates to broader industry trends or competitors.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | N/A | Nigel Brown | 2024-03-04 | Board increase and election of independent director |
| Director | N/A | Joan Lau | 2024-03-04 | Board increase and election of independent director |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Size | Increased the number of directors on the Board from eight to ten. | 2024-03-04 | Enhanced Board oversight and expertise. |
| Executive Compensation Recovery Policy | Approved a new executive compensation recovery or clawback policy. | 2023-12-01 | Promotes diligent and principled management of the Company. |
| Nonqualified Deferred Compensation Plan | Approved and adopted the UDC, Inc. Nonqualified Deferred Compensation Plan (the DCP). | 2024-01-01 | Allows a select group of key management and highly compensated employees, including the Named Executive Officers, to defer receiving certain of their salary and cash incentive compensation. |
Related Party Transactions
- The company employs David Rosenblatt, son of Sidney D. Rosenblatt, as an analyst of UDC Ventures LLC, the Company's wholly-owned indirect subsidiary.
- In 2023, we paid David Rosenblatt a base salary, bonus and equity grant compensation of $177,850.
Stakeholder Impact
- Shareholders are provided with information to make informed voting decisions.
- Employees are subject to a Code of Ethics and Business Conduct.
- The company is committed to responsible sourcing and ethical business practices with its suppliers.
- The company fosters a culture of giving back to the local community.
Next Steps
- Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
- The company will hold its Annual Meeting of Shareholders on June 20, 2024.
- The company will continue to monitor and review related-person transactions for potential conflicts of interest.
- The company will issue its Corporate Responsibility Report for the year ended December 31, 2023.
Key Dates
| Date | Description |
|---|---|
| 1993-07-29 | Date of Sherwin I. Seligsohn Irrevocable Indenture of Trust |
| 1995-06 | Sidney D. Rosenblatt served as Executive Vice President and our Chief Financial Officer, Treasurer and Secretary from June 1995 |
| 1996-05 | Steven V. Abramson has been a member of our Board of Directors since May 1996 |
| 1997-04 | Elizabeth H. Gemmill has been a member of our Board since April 1997 |
| 1998-07 | Lawrence Lacerte has been Chairman of the Board of Directors and Chief Executive Officer of Exponent Technologies, Inc. since July 1998 |
| 1999-10 | Lawrence Lacerte has been a member of our Board of Directors since October 1999 |
| 2000-07 | Richard C. Elias served as the Senior Vice President Optical and Specialty Materials of PPG Industries, Inc. from July 2008 |
| 2000-09 | C. Keith Hartley has been a member of our Board of Directors since September 2000 |
| 2002-07-30 | KPMG engaged as the Companys independent registered public accounting firm |
| 2003-04 | The Company entered into Change in Control Agreements with the following Named Executive Officers: Mr. Abramson, Dr. Brown and Ms. Mahon |
| 2007-12 | Since December 2007, our Board of Directors has had a leadership structure in which the Boards Chair and our Chief Executive Officer are different persons. |
| 2008-11 | The Original CIC Agreements were amended and restated to bring them into compliance with Section 409A of the IRC and regulations issued thereunder. |
| 2009 | Since 2009, the Human Capital Committee has consulted from time to time as to compensation matters with Korn Ferry, a global management consulting firm (Korn Ferry). |
| 2010 | Our Human Capital Committee and our Board of Directors approved and adopted the Universal Display Corporation Supplemental Executive Retirement Plan |
| 2011-12-15 | The Board of Directors of the Company approved stock ownership guidelines for members of the Board who are not officers of the Company. |
| 2012-04-16 | Mr. Premutico entered into a change in control agreement on April 16, 2012 |
| 2013 | Korn Ferry has assisted our Human Capital Committee since 2013 in developing this long-term executive incentive compensation structure |
| 2014-04 | Richard C. Elias has been a member of our Board of Directors since April 2014 |
| 2014 | Corporate responsibility report for the year ended December 31, 2023, which we update annually. |
| 2015 | Our Human Capital Committee and our Board of Directors approved and adopted the Universal Display Corporation Supplemental Executive Retirement Plan, which was amended in 2015 |
| 2017-01-01 | Beginning on January 1, 2017, rather than matching a certain percentage of employee contributions under our 401(k) plan, we started making nonelective employer contributions of 3% of compensation for all employees |
| 2017-04-04 | On April 4, 2017, the Board of Directors approved stock ownership guidelines for our Named Executive Officers |
| 2018-02 | Ms. Gemmill resumed the role of our lead independent director, a position she previously held from February 2018 |
| 2018 | Ms. Joseph retired in 2018 |
| 2020-01 | Ms. Comparin has been a member of our Board of Directors since January 2020 |
| 2020-01 | Ms. Joseph has been a member of our Board of Directors since January 2020 |
| 2022-06 | Ms. Gemmill served as our Board Chair from June 2022 |
| 2022-09-06 | Mr. Millard entered into a change in control agreement on September 6, 2022 |
| 2022-09 | Brian Millard hired in September 2022 |
| 2022-12-08 | At a meeting on December 8, 2022 meeting, the Board of Directors approved an award of shares having a target value of $217,350 |
| 2022-12-31 | Mr. Rosenblatt retired from the Company in December 2022 as Executive Vice President and Senior Advisor. |
| 2023-02-21 | At a meeting on February 21, 2023, the Board of Directors approved an award of shares to Mr. Rosenblatt equal to the number of shares (19,265) Mr. Rosenblatt would have received during the first quarter of 2023 for his performance of duties in 2022 |
| 2023-03-07 | With respect to long-term incentive awards granted in 2023, our Human Capital Committee and full Board of Directors approved, on an effective date of March 7, 2023, target long-term incentive awards for our Named Executive Officers |
| 2023-03-22 | On March 22, 2023, the Human Capital Committee certified the satisfaction of certain performance conditions under the Company's Long Term Incentive Plan as part of 2020 compensation, resulting in an award of shares to Mr. Rosenblatt equal to the number of shares (3,209) he would have received but for his retirement on December 31, 2022 |
| 2023-05-31 | Mr. Millard's agreement was amended on May 31, 2023, to eliminate the gross-up provisions that would compensate Mr. Millard for any taxes he might owe in connection with receipt of these benefits. |
| 2023-06 | In June 2023, Mr. Rosenblatt assumed the role of Board Chair from Ms. Gemmill, and Ms. Gemmill resumed the role of our lead independent director |
| 2023-12-01 | On December 1, 2023, in accordance with applicable Nasdaq listing standards, the Board of Directors approved a new executive compensation recovery or clawback policy |
| 2023-12-07 | For 2024, in consultation with Korn Ferry, on December 7, 2023 our Human Capital Committee and Board of Directors decided to close the gap between Audit Committee and Human Capital Committee compensation to align with the compensation trend for these committees among public companies, and to round non-employee Board and committee compensation values. |
| 2023-12-31 | The total annual compensation for 2023 was $136,295 for our median employee and $9,255,652 for our Chief Executive Officer. |
| 2024-02-20 | In order to be considered by our Board of Directors in connection with the nominations process for our 2025 Annual Meeting of Shareholders, all such director nominations must be received by our Secretary at our principal executive offices by February 20, 2025. |
| 2024-02-20 | The awards for 2023 performance under the Annual Incentive Plan approved by our Human Capital Committee on February 20, 2024 and paid to such executives in March 2024 |
| 2024-03-04 | Our Board of Directors, at a meeting on March 4, 2024, unanimously agreed to increase the number of directors on the Board from eight to ten, and to elect Dr. Nigel Brown and Dr. Joan Lau as independent directors to the positions, with such Board increase and election of Dr. Brown and Dr. Lau becoming effective March 4, 2024. |
| 2024-04-02 | At a meeting held on April 2, 2024, our Audit Committee recommended and approved the appointment of KPMG LLP (KPMG) as the Companys independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending December 31, 2024. |
| 2024-04-02 | At this meeting, the Audit Committee ratified the above transaction following its consideration of the potential conflicts of interest. |
| 2024-04-02 | Our NCG Committee operates pursuant to a written charter that was last reviewed by the NCG Committee and approved by our Board of Directors on April 2, 2024. |
| 2024-04-02 | Our Audit Committee operates pursuant to a written charter that complies with the applicable provisions of the Sarbanes-Oxley Act of 2002 and related rules of the SEC and Nasdaq listing standards. The Audit Committee Charter was last reviewed by our Audit Committee and approved by our Board of Directors on April 2, 2024 |
| 2024-04-02 | Our Human Capital Committee operates pursuant to a written charter that was last reviewed by our Human Capital Committee and approved by our Board of Directors on April 2, 2024. |
| 2024-04-02 | The Employee Code constitutes our code of ethics for the Chief Executive Officer, Chief Financial Officer and Controller within the meaning of applicable SEC rules and also serves as our code of conduct applicable to all officers and employees of the Company as required by applicable Nasdaq listing standards. Our Employee Code is publicly available through the Shareholders Corporate Governance section of our website at www.oled.com . If we make any substantive amendments to our Employee Code (other than technical, administrative, or other non-substantive amendments), or if we grant any waivers of the Employee Code (including implicit waivers) in favor of our Chief Executive Officer, Chief Financial Officer or Controller, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in that same location on our website, or in a current report on Form 8-K that we file with the SEC. In addition, any waiver of our Employee Code with respect to our executive officers must be approved by our Board of Directors. |
| 2024-04-02 | Our Board of Directors has adopted a Code of Conduct for Directors that serves as our code of conduct applicable to all of our directors as required by applicable Nasdaq listing requirements. The Code of Conduct for Directors, which was last ratified and approved at a meeting of our Board of Directors on April 2, 2024, contains the same prohibitions as the Employee Code on members of our Board of Directors from trading in financial instruments on any Company securities (including the prohibition on selling Company securities short) and from engaging in hedging transactions. |
| 2024-04-02 | Our NCG Committee has developed, and our Board of Directors has adopted, Corporate Governance Guidelines to assist the Board of Directors in the exercise of its responsibilities and to serve the interests of the Company and its shareholders. The Corporate Governance Guidelines reflect the Boards commitment to monitor the effectiveness of policy and decision making both at the Board and management levels, with a view to enhancing long-term shareholder value. In particular, we believe that succession planning and talent management are vital to the Companys success. The Corporate Governance Guidelines address succession planning and contemplate the Board working with our NCG Committee and our Chief Executive Officer in the consideration and evaluation of potential executive successors. We believe it is important for our directors to have a regular executive assessment process and to be able to provide input on important decisions in this area and for us to maintain a bench of future leaders of the Company. The Corporate Governance Guidelines were last ratified by our Board of Directors at a meeting held on April 2, 2024 and are publicly available through the Shareholders Corporate Governance section of our website at www.oled.com . |
| 2024-04-05 | The record date for the Annual Meeting is April 5, 2024. |
| 2024-04-25 | Beginning on or about April 25, 2024, we are sending proxy materials to registered holders as of the Record Date. |
| 2024-04-25 | Beginning on or about April 25, 2024, we are sending a Notice Regarding the Availability of Proxy Materials (the Notice) to beneficial owners of our stock as of the Record Date. |
| 2024-06-20 | The 2024 Annual Meeting of Shareholders will be held on June 20, 2024. |
| 2024-12-26 | Shareholders may submit proposals to us on matters appropriate for shareholder action at our 2025 annual meeting of shareholders in accordance with regulations adopted by the SEC. Proposals must be received by December 26, 2024 to be considered for inclusion in the proxy statement and form of proxy for our 2025 annual meeting of shareholders. |
| 2025-02-20 | Nominations for director must be received by February 20, 2025, which is 120 days prior to the first anniversary of the 2024 Annual Meeting, and must include the information required by Rule 14a-19 under the Exchange Act. |
| 2025-03-11 | Shareholder proposals received by us after March 11, 2025 will be deemed untimely, and proxy holders will have the right to exercise discretionary voting authority with respect to such proposals. |
Keywords
executive compensation, annual meeting, board of directors, corporate governance, proxy statement, KPMG, directors, shareholders, stock ownership, clawback policy, OLED
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