Ultra Clean Holdings, Inc. (UCTT)
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AGM 2025

May 21, 2025

Operator

Welcome to the annual meeting for Ultra Clean Holdings, Inc. Our host for today's call is Clarence Granger, Chairman and Interim CEO. I will now turn the call over to your host. Mr. Granger, you may begin, sir.

Clarence Granger
Interim CEO and Chairman, Ultra Clean Holdings, Inc

Good afternoon, and welcome to the 2025 Annual Meeting of Stockholders for Ultra Clean Holdings, Inc. My name is Clarence Granger, and as Interim Chief Executive Officer of UCT, I will be presiding over this meeting. It is 12:30 P.M., and the meeting will now come to order. In accordance with the company's bylaws, Paul Cho, the company's General Counsel and Corporate Secretary, will act as Secretary of this meeting. Mr. Cho will also preside over portions of the meeting. Ms. Sheri Savage, the company's Chief Financial Officer, and I have been appointed as proxies for the company by the Board of Directors for this meeting. It is not necessary for stockholders to vote online if they have already sent in their proxy cards. Should you wish to change your vote, you may do so now through the online meeting portal.

I would now like to introduce our directors who are standing for election. In addition to myself, we have David Ibnale, Emily Liggett, Thomas Edman, Ernest Maddock, Jacqueline Seto, and Joanne Solomon. Also online with us today is PricewaterhouseCoopers, the company's independent auditors for the fiscal year ending 2025, and Kathy Wheadon, a delegate from Broadridge Financial Solutions, serving as the Inspector of Elections. This afternoon, our program will proceed as follows: First, Mr. Cho will conduct the official business of the annual meeting. After votes on each proposal have been tabulated, we will conclude the business portion of the meeting. In keeping with the digital approach to this year's meeting, you may submit questions in the question box within the online meeting portal. We have been informed that a quorum is present, which will allow us to proceed to the business portion of this meeting.

We have an affidavit from Broadridge Financial Solutions certifying that official notice of this meeting, together with a proxy statement, proxy card, annual report, and other material necessary to vote at this meeting, were mailed starting April 28, 2025, to each stockholder of record as of March 26th, 2025. The Board of Directors has appointed Broadridge Financial Solutions to serve as Inspector of Elections. Ms. Wheadon has taken the customary oath of office to execute her duties with strict impartiality, which will be filed with the records of the meeting. Her function is to decide upon the qualification of voters, accept their votes, and when voting is complete, to tally the final votes. I will now ask Mr. Cho to conduct the official business of this meeting.

Paul Cho
General Counsel and Corporate Secretary, Ultra Clean Holdings, Inc

Thank you, Clarence. As a reminder, if you haven't voted or wish to change your vote, you may do so now through the online meeting portal. The first matter to be voted upon is the election of directors. The board has nominated the following individuals to serve for the one-year term, expiring on the date of the next annual meeting of stockholders, or until their successors are duly elected and qualified, or their earlier death, resignation, or removal. The current board of directors has nominated the following persons: Clarence Granger, David Ibnale, Emily Liggett, Thomas Edman, Ernest Maddock, Jacqueline Seto, and Joanne Solomon. No other persons having been nominated in accordance with the company's bylaws, the nominations are now closed. The second order of business concerns the ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors of the company for the fiscal year ending December 26, 2025 .

The third order of business concerns the advisory vote, approving the compensation of the company's named executive officers, as disclosed in our proxy statement for the 2025 annual meeting of stockholders. I would now like to pause for a moment and check with our investor relations group to see if there are any questions online regarding these orders of business. Rhonda?

Rhonda Bennetto
SVP of Investor Relations, Ultra Clean Holdings, Inc

Hi, Paul. Thank you. There are no questions at this time pertaining to the orders of business of this meeting. Thank you.

Paul Cho
General Counsel and Corporate Secretary, Ultra Clean Holdings, Inc

Thanks, Rhonda. I declare that the polls for each matter of business to be voted upon at this meeting are now closed. I will now ask Ms. Wheadon to report the preliminary results of the vote.

Rhonda Bennetto
SVP of Investor Relations, Ultra Clean Holdings, Inc

Thank you, Mr. Cho. The preliminary results are as follows: More than... Proposal one, election of directors. More than 66% of the stock represented at this meeting has been voted for the election of each nominee for director to serve for the one-year term expiring on the date of the next annual meeting of stockholders, or until their successors are duly elected and qualified, or their earlier death, resignation, or removal. Proposal two, the ratification of independent auditors. More than 99% of the stock represented at this meeting has been voted in favor of the ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditors of the company for the fiscal year ending December 26, 2025. And finally, on proposal three, the advisory vote approving the compensation of the named executive officers.

More than 76% of the stock represented at the meeting has been voted in favor of approving the compensation of Ultra Clean Holdings, Inc.'s named executive officers for fiscal 2024, as disclosed in the 2025 proxy statement.

Paul Cho
General Counsel and Corporate Secretary, Ultra Clean Holdings, Inc

Thank you, Ms. Wheadon. Each of the items voted upon today, as listed in the proxy statement as a recommendation of the board, has been approved by the company stockholders and will be recorded as stated in the minutes of the meeting. This concludes the official business of the meeting, and the official portion of the meeting is adjourned.

Clarence Granger
Interim CEO and Chairman, Ultra Clean Holdings, Inc

Thank you, Paul. That concludes this meeting. We appreciate your attendance.

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