UNIVERSAL DISPLAY CORP PA
For the period ended Jun 18, 2025. Filed Apr 24, 2025.
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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 18, 2025 · Filed Apr 24, 2025
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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. )
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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
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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250 Phillips Boulevard
Ewing, New Jersey 08618
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 2025
Dear Shareholders:
You are cordially invited to attend the 2025 Annual Meeting of Shareholders of Universal Display Corporation on Wednesday, June 18, 2025 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/OLED2025 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 eleven 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 2025; 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 4, 2025 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 4, 2025 may vote at the meeting, even if he or she has already voted before the meeting.
The proxy statement and our 2024 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 24, 2025
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 2025 ANNUAL MEETING OF SHAREHOLDERS | 1 |
|---|---|
| VOTING AT THE ANNUAL MEETING | 2 |
| HOW YOU CAN VOTE | 2 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 3 |
| REPORT OF THE AUDIT COMMITTEE | 9 |
| REPORT OF THE HUMAN CAPITAL COMMITTEE | 10 |
| EXECUTIVE COMPENSATION | 11 |
| PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION | 34 |
| PROPOSAL 3 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP | 35 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 36 |
| CERTAIN TRANSACTIONS WITH RELATED PERSONS | 38 |
| RISK OVERSIGHT BY OUR BOARD OF DIRECTORS | 38 |
| ETHICS AND BUSINESS CONDUCT | 39 |
| SHAREHOLDER PROPOSALS | 41 |
250 Phillips Boulevard
Ewing, New Jersey 08618
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.