oled-8k_20180621.htm

 

 

 

 

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): June 21, 2018

 

UNIVERSAL DISPLAY CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Pennsylvania

1-12031

23-2372688

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

375 Phillips Boulevard,

Ewing, NJ

 

08618

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (609) 671-0980

Not Applicable

(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 (see General Instructions A.2. below):

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))

 

 

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

 

(a)The Company held its 2018 Annual Meeting of Shareholders on June 21, 2018.

 

(b)The number of votes represented at the annual meeting, in person or by proxy, was 41,753,153.10. In determining this number, abstentions and shares held by brokers who have notified us that they lack voting authority with respect to any matter (referred to herein as “broker non-votes”) were deemed present for quorum purposes. The matters voted upon at the annual meeting and the results of the vote on each such matter are set forth below:

 

1.  Election of Directors.  

 

 

Name

Votes FOR

Votes AGAINST

 

 

Abstentions

 

Broker Non-Votes

Steven V. Abramson

26,899,009.00

358,530.00

87,708.00

14,407,906.10

Richard C. Elias

26,644,238.00

604,762.00

96,247.00

14,407,906.10

Elizabeth H. Gemmill

25,614,614.00

1,679,017.00

51,616.00

14,407,906.10

Rosemarie B. Greco

26,829,080.00

464,260.00

51,907.00

14,407,906.10

C. Keith Hartley

25,240,093.00

2,049,287.00

55,867.00

14,407,906.10

Lawrence Lacerte

25,489,237.00

1,808,067.00

47,943.00

14,407,906.10

Sidney D. Rosenblatt

24,827,059.20

2,427,316.80

90,871.00

14,407,906.10

Sherwin I. Seligsohn

26,261,753.00

986,229.00

97,265.00

14,407,906.10

 

* Abstentions and broker non-votes were not considered votes “cast” with respect to the election of directors.

 

 

2.  Advisory resolution to approve compensation of the Company’s named executive officers.

 

 

Votes FOR

Votes AGAINST

Abstentions

Broker Non-Votes

23,069,368.60

3,865,935.50

409,943.00

14,407,906.10

 

* Abstentions and broker non-votes were not considered votes “cast” on this proposal.

 

 

3.  Proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the authorized shares of capital stock.

 

 

Votes FOR

Votes AGAINST

Abstentions

Broker Non-Votes

35,356,492.60

5,633,299.50

163,947.00

599,414.00

 

* Abstentions and broker non-votes were not considered votes “cast” on this proposal.

 

 

4.  Proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2018.  

 

 

Votes FOR

Votes AGAINST

Abstentions

Broker Non-Votes

40,200,066.10

1,465,579.00

87,507.00

0.00

 

* Abstentions and broker non-votes were not considered votes “cast” on this proposal.


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.

 

 

 

Universal Display Corporation

 

 

 

 

Date: June 25, 2018

 

By:

/s/ Sidney D. Rosenblatt

 

 

 

Sidney D. Rosenblatt

 

 

 

Executive Vice President, Chief Financial

Officer, Treasurer and Secretary