UL Solutions Inc.
For the period ended May 20, 2025. Filed Apr 3, 2025.
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May 20, 2025 · Filed Apr 3, 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. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
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UL Solutions Inc.
(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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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A Message from our Chair
Dear fellow stockholders,
As Chair of the Board of Directors, I am proud to report that 2024 was one of the most successful — and important — years in the history of UL Solutions. We had many pivotal accomplishments as we pushed forward with our mission of working for a safer world.
UL Solutions emerged from 2024 uniquely positioned as a global safety leader poised to address today’s safety risks and concerns, with a healthy balance sheet and clear financial momentum.
This company and our mission are particularly special to me, and it is personally gratifying that our impact and results are so meaningful to broader society. Our UL Mark appears on billions of products and is synonymous with trust. This is a responsibility that we do not take lightly.
I was introduced to what was then Underwriters Laboratories while I was president and CEO of the National Fire Protection Association, an international nonprofit organization dedicated to eliminating harm and loss due to fire, electrical and related hazards. I was impressed by their active collaboration and engagement with the Safety industry.
In light of their collaborative nature, I was honored to join their board of trustees in 2009. Over the course of my 15-plus years with the organization, it has been my privilege to see it grow into what it is today, the UL enterprise made up of three distinct organizations — UL Research Institutes (ULRI), UL Standards and Engagement (ULSE) and UL Solutions — all committed to working for a safer world.
At UL Solutions, we perform testing, inspection and certification services according to various standards and other requirements, including those developed by ULSE. The standards developed by ULSE are in part informed by the invaluable research of ULRI.
A clear and powerful example is our collective work with micromobility equipment powered by lithium-ion batteries, like e-bikes and e-scooters. They are a convenient, climate-friendly transportation option, but a failure to meet product safety standards sparked a safety crisis. As they gained popularity, New York City, for example, reportedly experienced more than 600 micromobility fires from 2021 to 2023, resulting in 29 fatalities. A ULSE-sponsored analysis found e-mobility fires cost the city $518.6 million in loss and damages from 2019 to 2023.
Seeing this serious safety crisis unfolding, ULRI conducted research concerning ways to improve the safety of the lithium-ion batteries which in turn helped inform new safety standards that were ultimately published by ULSE. Today, in certain jurisdictions such as New York City, these lithium-ion batteries must be tested to the standard published by ULSE. UL Solutions is proud to provide testing and certification services according to this new standard, turning the safety research into life-saving action.
Our legacy dates back to 1894, when electricity was just entering homes and businesses. The company was founded to make those first uses of electricity safe. We have now come full circle in this period of “the electrification of everything,” and our work ensuring safety to help advance technology is even more urgent than it was at our beginning. I have seen firsthand the impact that UL Solutions continues to have.
Being a publicly traded company raises our profile and enables us to move forward with our mission with greater innovation, relevance and speed. Look at the list of accomplishments that our President and CEO Jennifer Scanlon presents. You will see that the important work continues.
I am immensely proud of UL Solutions’ results in 2024 and, as we look ahead, our position to help address safety in today’s innovations that are changing our world.
Sincerely, James M. Shannon Chair of the Board of Directors
A Message from our CEO
Dear UL Solutions stockholders,
Looking back, 2024 — our first year as a public company — will go down as one of the most transformative years in the 130-year history of UL Solutions. We completed our oversubscribed IPO in April, a momentous success for UL Solutions. Fewer than six months later we completed a follow-on offering in September. With this backdrop, we delivered strong growth and expanded profitability. We made strategic acquisitions. We opened critical testing laboratories and added key testing capabilities. Our team members have a lot to be proud of.
But most importantly — just like the century before — we continued delivering on our mission ofworking for a safer world. This enduring commitment to our mission is made possible by our more than 15,000 talented and dedicated employees all over the world who help us serve over 80,000 customers in more than 110 countries.
Our business is being driven by key megatrends — including the electrification of everything, the need for more sustainable energy sources and products, the transformation of the physical to the digital and demand for transparency across supply chains. These megatrends are fueling tremendous innovation and strong demand for our industry-leading services.
These trends are dynamic, and where there is change, we are right there with our customers, innovating and investing in laboratories, people and services. We pivot. We meet our customers where they are. We remain as relevant as ever as we meet the technology-driven needs of the 21st century.
I am incredibly proud of our many achievements in 2024.
| • | We built strong momentum, delivering revenue of $2.9 billion, up 7.2% versus 2023. Our Industrial segment led the way with 9.4% full year growth. |
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| • | We generated a 25.0% increase in net income, and $524 million of net cash provided by operating activities for the full year. |
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| • | We made two acquisitions in our Industrial segment related to the global energy transition: battery testing company BatterieIngenieure, and hydrogen testing company TesTneT. |
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| • | We opened our retail center of excellence in Lowell, Arkansas, and our state-of-the-art battery testing laboratory in Auburn Hills, Michigan. We also expanded capacity at our Mexico laboratory to meet growing product demand in Latin America and announced plans to construct an advanced automotive and battery testing center in Korea serving the automotive industry. We opened a battery enclosure screening laboratory in Japan. |
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| • | We introduced our ULTRUS™ software brand, helping customers around the world improve the safety and sustainability of products. |
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| • | We launched the AI Model Transparency Benchmark to address concerns around artificial intelligence reliability and security and granted our first certification that used a digital model of the product being tested, with wide-ranging implications for product innovation and speed to market. |
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| • | We were named Lead Administrator of the FCC’s new cybersecurity labeling program and its Cyber Trust Mark. |
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While we’ve achieved remarkable results, in many ways, we’re just getting started. We stand on the shoulders of generations of safety scientists who have made the world a better place, and we carry that legacy forward with pride.
Right now, we believe we’re entering 2025 in an even stronger position than when we began our public company journey.
I’m looking forward to sharing more details with you at our Annual Meeting on May 20, 2025 at 8:00 a.m. Central Time through a virtual web conference at www.virtualshareholdermeeting.com/ULS2025.
With that, I would like to thank each and every one of you for your confidence in UL Solutions and our safety mission.
We’re glad you decided to take a walk on the safe side with us.
Sincerely, Jennifer F. Scanlon President and Chief Executive Officer
This proxy statement is dated April 3, 2025 and is first being made available to stockholders on April 3, 2025.
NOTICE OF
2025 Annual Meeting of Stockholders
333 Pfingsten Rd
Northbrook, Illinois 60062
| Time and Date: Tuesday, May 20, 2025, at 8:00 a.m. Central Time (the “Annual Meeting”) Online check-in will be available beginning at 7:30 a.m. Central Time. Please allow ample time for the online check-in process. | Place: This year’s Annual Meeting will be held through a virtual web conference at www.virtual shareholdermeeting.com/ULS2025. To participate in the Annual Meeting, you will need your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or any additional voting instructions accompanying these proxy materials. | Record Date: March 26, 2025 (the “Record Date”) |
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Items to be Voted On:
| 1 | To elect the 12 nominees to the Board of Directors (the “Board”) named in the accompanying proxy statement (the “Proxy Statement”) to hold office until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified (Proposal One); |
| 2 | To ratify the retention of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal Two); |
| 3 | To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Proposal Three); |
| 4 | To approve, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers (Proposal Four); and |
| 5 | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
How to Vote:
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THIS ANNUAL MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE HOPE YOU WILL PROMPTLY VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, MAIL OR VIA THE INTERNET, AS DESCRIBED IN THE PROXY STATEMENT. VOTING NOW VIA PROXY WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING.
Our Board has fixed the close of business on March 26, 2025 as the Record Date for determining holders of our Class A common stock and Class B common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.
By Order of the Board,
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 20, 2025
We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of our Annual Meeting. We will mail a Notice of Internet Availability of Proxy Materials to certain of our stockholders. This notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials viae-mail unless you elect otherwise.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.