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UNIVERSAL DISPLAY CORP PA

For the period ended Jun 20, 2024. Filed Apr 25, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 20, 2024 · Filed Apr 25, 2024

OLED$88.31+1.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.

☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11.

250 Phillips Boulevard

Ewing, New Jersey 08618

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 20, 2024

Dear Shareholders:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders of Universal Display Corporation on Thursday, June 20, 2024 at 10:00 a.m., Eastern Time. This year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend, vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/OLED2024 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials. We are holding the meeting to:

(1) Elect ten members of our Board of Directors to hold one-year terms;

(2) Approve an advisory resolution regarding executive officer compensation;

(3) Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024; and

(4) Transact such other business as may properly come before the meeting or any postponements or adjournments thereof.

If you were the holder of record of shares of our common stock or Series A Nonconvertible Preferred Stock at the close of business on April 5, 2024, you are entitled to notice of, and may vote at, the annual meeting. You may also vote in advance of the meeting, as described in the proxy statement. Any such shareholder on April 5, 2024 may vote at the meeting, even if he or she has already voted before the meeting.

The proxy statement and our 2023 Annual Report to Shareholders are available free of charge atir.oled.com.

We look forward to the meeting.

Sincerely,

By:

Mauro Premutico

Secretary

Ewing, New Jersey

April 25, 2024

Your vote is important. We encourage you to promptly complete, sign, date and return the proxy card, or vote by phone or on the Internet as described in the proxy statement, whether or not you expect to attend the virtual annual meeting via webcast on the Internet. If you are a shareholder of record and you attend the meeting via webcast, you may revoke your proxy and vote your shares at that time.

TABLE OF CONTENTS

PROXY STATEMENT FOR 2024 ANNUAL MEETING OF SHAREHOLDERS1
VOTING AT THE ANNUAL MEETING2
HOW YOU CAN VOTE2
PROPOSAL 1 – ELECTION OF DIRECTORS3
REPORT OF THE AUDIT COMMITTEE9
REPORT OF THE HUMAN CAPITAL COMMITTEE10
EXECUTIVE COMPENSATION11
PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION34
PROPOSAL 3 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT36
CERTAIN TRANSACTIONS WITH RELATED PERSONS38
RISK OVERSIGHT BY OUR BOARD OF DIRECTORS38
DELINQUENT SECTION 16(a) REPORTS39
ETHICS AND BUSINESS CONDUCT39
SHAREHOLDER PROPOSALS41

250 Phillips Boulevard

Ewing, New Jersey 08618

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.