Your proxy is being solicited on behalf of the Board of Directors (“Board”) of UL Solutions Inc. (“UL Solutions,” the “Company,” “we,” “us” or “our”) to vote at the 2025 Annual Meeting of Stockholders (“Annual Meeting”). We are making this Proxy Statement available to stockholders beginning on or about April 3, 2025. This summary represents only selected information. We encourage you to read the entire Proxy Statement before voting. For more complete information regarding the Company’s 2024 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2024.
2025 Annual Meeting of Stockholders
| • | Date and Time: May 20, 2025 at 8:00 a.m. Central Time. Online check-in will be available at 7:30 a.m. Central Time. Please allow ample time for the online check-in process. |
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| • | Location: This year’s Annual Meeting will be held through a virtual web conference at www.virtualshareholdermeeting.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. |
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| • | Record Date: March 26, 2025 |
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| • | Voting: Stockholders as of the close of business on the record date are entitled to vote. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this Proxy Statement for which your vote is being solicited. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to 10 votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this Proxy Statement as our “common stock.” |
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| • | Attendance: Stockholders and their duly appointed proxies may attend the meeting. |
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| • | Shares Outstanding (as of the record date): 62,049,275 shares of our Class A common stock and 138,130,000 shares of Class B common stock. |
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| • | Exchange: New York Stock Exchange (“NYSE”) |
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| • | Registrar & Transfer Agent: Equiniti Trust Company, LLC |
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| • | Principal Executive Office: 333 Pfingsten Rd, Northbrook, Illinois 60062 |
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| • | Corporate Website*: www.ul.com |
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| • | Investor Relations Website*: https://ir.ul.com/overview |
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| * | The information on, or otherwise accessible through, our website does not constitute a part of this Proxy Statement. |
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Items to be Voted on
| Proposal | Our Board’s Recommendation |
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| Election of Directors (page 6) | FOR |
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| Ratification of Retention of Independent Registered Public Accounting Firm (page 74) | FOR |
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| Advisory Vote to Approve Executive Compensation (page 76) | FOR |
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| Advisory Vote to Approve Preferred Frequency of Stockholder Advisory Votes on Executive Compensation (page 77) | 1 YEAR |
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YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR SHARES OVER THE TELEPHONE, VIA THE INTERNET OR BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD, AS DESCRIBED IN THE PROXY STATEMENT. YOUR PROMPT ATTENTION IS GREATLY APPRECIATED.
2025 Proxy Statement | 1
