UL Solutions Inc. (ULS)
NYSE: ULS · Real-Time Price · USD
102.34
+0.36 (0.35%)
May 21, 2026, 4:00 PM EDT - Market closed
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AGM 2026

May 20, 2026

Operator

Hello and welcome to the annual stockholders meeting of UL Solutions. Please note that this meeting is being recorded. With that, I will turn it over to UL Solutions to begin the meeting.

Scott L. D'Angelo
EVP, Chief Legal Officer, and Corporate Secretary, UL Solutions

Thank you for joining us today. This is Scott L. D'Angelo, UL Solutions Executive Vice President, Chief Legal Officer, and Corporate Secretary. We would like to remind you that during the meeting today, we may make forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, among other things, statements about UL Solutions' results of operations and estimates and prospects that involve substantial risks, uncertainties, and other factors that could cause actual results to differ in a material way from those expressed or implied in the forward-looking statements. Please refer to the company's 2025 annual report on Form 10-K, the first quarter Form 10-Q, and other filings the company makes with the SEC for a detailed discussion of the risks, uncertainties, and other factors that could cause such differences.

We assume no obligation to update any forward-looking statements to reflect events or circumstances after today's date, except as required by law. Today's presentation also includes references to non-GAAP financial measures. A reconciliation to the most comparable GAAP financial measures can be found in the company's 2025 Annual Report on Form 10-K. Unfortunately, Jim Shannon, Chair of the Board of Directors, was unable to join us for today's meeting. Marla Gottschalk, Chair of our Nominating and Corporate Governance Committee, has been designated to preside over the meeting in Jim's absence. It is now my pleasure to turn the meeting over to Marla Gottschalk.

Marla C. Gottschalk
Director, UL Solutions

Good morning, thank you for joining us today. On behalf of the Board of Directors, I want to welcome you to the 2026 UL Solutions annual stockholders meeting . 2025 was a year of strong performance and continued progress for UL Solutions. It was our second year as a public company, a year in which our organization continued to strengthen the governance, deepen accountability, and invest with discipline for long-term growth. These efforts enhanced the company's ability to address emerging safety challenges through targeted investments in expertise, infrastructure, and capabilities across key growth areas such as electrification, connected technologies, the built environment, and fire safety, an area once and always central to our legacy. At the center of it all is trust. The UL Mark remains one of the most recognized symbols of trust in the world.

A symbol upheld every day by employees whose dedication to scientific excellence and integrity brings our mission to life. The board is encouraged by both the company's performance and its steady focus on long-term value creation. Through strong governance and accountability, we strive to ensure that UL Solutions continues to operate with rigor, transparency, and a clear sense of responsibility to all stakeholders. I'm proud of the progress the company made in 2025 and am confident in the company's trajectory. This year's accomplishments reflect the strength of our strategy and leadership team, and I believe we are well-positioned to deliver sustainable value that's measured not only in results, but in the impact we make. Thank you. Now let me turn to the business of the meeting.

Present virtually are representatives from Broadridge, who is hosting the meeting, and Chad Bond from PricewaterhouseCoopers, the company's independent registered public accounting firm, who is available to respond to questions as needed. Our Chief Legal Officer, Scott D'Angelo, will act as Secretary of this meeting. The company has appointed Kathy Weeden from Broadridge Financial Solutions to act as the Inspector of Election. Kathy has taken and subscribed to the customary oath of office to execute her duties with strict impartiality. Her function is to decide upon the qualification of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Consistent with the state law and the company's bylaws, a list of stockholders entitled to notice of this meeting has been available for inspection at our principal office since March 25th, 2026.

I have received from Broadridge a certification that on April 2nd, 2026, the mailing of the notice of annual stockholders meetings commenced via the U.S. mail to all stockholders of record at the close of business on March 25th, 2026. I have been informed by the Inspector of Election that proxies have been received for shares constituting a quorum for the meeting today, and now we may carry out the official business of the meeting. Therefore, the meeting will officially come to order. The time is now 8:05 A.M. Central Time on May 20th, 2026, and the polls are open for voting on all matters to be presented. Now I would like to acknowledge the director nominees, including myself, who are up for election this year.

They are Jim Shannon, Jenny Scanlon, Jim Dollive, Fritz Hecker, Charles Hooper, Kevin Kennedy, Vic Kini, Sally Susman, Mike Thaman, Elisabeth Tørstad , and George Williams.

Thank you all for your willingness to continue to serve our company. I've asked UL Solutions President and CEO, Jennifer Scanlon, to walk us through the many highlights of 2025. Scott D'Angelo, our Corporate Secretary, will take us through the formal business of the meeting. Jenny?

Jennifer F. Scanlon
President and CEO, UL Solutions

Good morning, everyone, and thank you for joining us today. I'm pleased to share this report on our 2025 financial performance. As Marla noted, 2025 was an exceptional year for UL Solutions, an important one in our evolution as a public company. We delivered record results in a complex global environment while investing meaningfully in the capabilities that will define our future. I'm thrilled to report that for the first time in our history, UL Solutions surpassed $3 billion in annual revenue. Revenue grew 6.4% year-over-year to $3.1 billion, reflecting our strong and growing relevance. We also maintained our investment-grade balance sheet. Net income was $345 million, and net income margin was 11.3%. Adjusted net income was $423 million, up 17.2%. Adjusted EBITDA was $792 million, up 20.7%, and our adjusted EBITDA margin expanded 300 basis points to 25.9%.

We also delivered record net cash flows from operating activities of $600 million. These results reflect the durability of our business model, the essential nature of our services, and the strength of our global team. I'm proud of our employees who connect deeply to our mission of working for a safer world. That connection is special, both inspiring and motivating. Indeed, more than 130 years after our organization was founded during the dawn of electricity, customers around the world continue to turn to UL Solutions as they navigate a complex risk landscape. One shaped by rapid innovation, new technologies, and rising expectations for safety, security, and sustainability from consumers and businesses alike. In 2025, we invested to meet that growing demand, opening and expanding laboratories around the world and launching new testing and certification services to address some of the most complex risks our customers face.

We established advanced battery testing laboratories in Aachen, Germany, expanded HVAC and energy efficiency testing in Carugate, Italy, and added new laboratory capacity in Japan, Korea, and China. We broke ground on our new Fire Science Center of Excellence in Northbrook, Illinois. Fire safety is foundational to who we are. The center will bring together research, testing, and collaboration to address some of the most critical safety challenges of our time, reflecting both our heritage and our future. We introduced new testing and certification capabilities for microgrid systems, immersion cooling fluids used in AI data centers, and PFAS, the so-called forever chemicals, to help manufacturers demonstrate safer material choices and regulatory readiness. We published a new outline of investigation for AI safety, applying UL Solutions safety science principles to a rapidly evolving technology where standards are still taking shape.

Together, these investments reinforce our role as a trusted partner for customers at the forefront of electrification, digital infrastructure, sustainability, and next-generation innovation, including AI. These forces are reshaping industries and transforming how people live and work. As I often say, innovation without safety is failure. As our more than 80,000 customers continue to push the boundaries of innovation, we are meeting them where they are, not only through our laboratories, but also through expanded digital and software offerings. Behind all of this progress is our people. Our people are the stewards of the UL Mark, and they earn the trust it embodies through their expertise, integrity, and commitment to our mission every single day. I believe we are exceptionally well-positioned for continued success.

With strong financial foundation, expanding global reach, and an unwavering commitment to working for a safer world, we remain focused on delivering long-term value for our customers, our people, and our stockholders. Now, I'll turn it over to Scott to walk us through the proposals.

Scott L. D'Angelo
EVP, Chief Legal Officer, and Corporate Secretary, UL Solutions

Thank you, Jenny. We will proceed with the formal business of the meeting in the order set forth in the notice of annual meeting and proxy statement. We will first present the three proposals submitted by our board for approval. We will take questions related to the proposals after all of the proposals have been presented, after which we will announce the preliminary results of the voting. After we describe each item to be voted on and take questions, we will close the polls for voting. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. Only stockholders who held shares as of the record date for this meeting are entitled to vote.

If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online before the polls are closed in order for it to be counted. The webcast portal includes the rules of conduct for this meeting. In order to conduct an orderly meeting, we ask that you follow these rules. If you've logged into the meeting website as a stockholder, you may submit questions for the Q&A portion of this meeting through the text box located on the virtual meeting screen. We will allow time to answer questions on the proposals before the polls are closed. To give everyone a chance to ask a question, we will limit each stockholder to one question.

Questions from multiple stockholders on the same topic, or that are otherwise related, may be grouped by topic and answered together. As described in greater detail in the rules of conduct, we will only answer questions that are appropriate and relevant to an agenda item to be voted on by the stockholders before the voting is closed. Since the company was not notified of the intention of any stockholder to nominate a director or to present a motion at this annual meeting in accordance with the bylaws of the company, the only nominees for director who may properly be nominated at this meeting and the only matters which may properly come before this meeting are those nominees and matters set forth in the notice of annual meeting. As indicated in the notice of annual meeting, there are three proposals to be considered by the stockholders at this meeting.

Detailed information concerning each of these items is contained in the proxy statement furnished in connection with this annual meeting. The first item of business is the election of directors to hold office until the 2027 annual meeting of stockholders or until their successors, if any, are elected or appointed. The nominees for director are Jennifer F. Scanlon, James M. Shannon, James P. Dollive, Marla C. Gottschalk, Friedrich Hecker, Charles W. Hooper, Dr. Kevin J. Kennedy, Vikram U. Kini, Sally Susman, Michael H. Thaman, Elisabeth Tørstad, and George A. Williams. The second item of business today is the ratification of the retention of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026.

The third and final item of business today is the approval on an advisory basis of the compensation of our named executive officers as disclosed in the company's proxy statement for this annual meeting. We will now review any questions submitted about the proposals before we close the polls. As there are no questions, we will proceed. The Inspector of Election has recorded the proxies executed in advance of this meeting and will record all votes received electronically at the meeting today. If you have not yet voted, please do so now by logging into the meeting website as a stockholder and clicking the link provided on your screen. The time is now 8:15 A.M. Central Time, and the polls are closed for voting. I will now announce the preliminary results of the voting.

The report of the Inspector of Election covering the proposals presented at this meeting is as follows. Each of Jennifer F. Scanlon, James M. Shannon, James P. Dollive, Marla C. Gottschalk, Friedrich Hecker, Charles W. Hooper, Dr. Kevin J. Kennedy, Vikram U. Kini, Sally Susman, Michael H. Thaman, Elisabeth Tørstad, and George A. Williams received the requisite plurality of votes cast and has been elected as a director of the company. The retention of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, received the affirmative vote of a majority of the votes cast and has been ratified. The compensation of the company's named executive officers, as disclosed in the company's proxy statement for this annual meeting, received the affirmative vote of a majority of the votes cast and has been approved on an advisory basis.

Please note that this represents the preliminary voting results. Any votes cast during the meeting have not yet been counted. Following the meeting, we will publicly announce the official voting results on Form 8-K once all the verifications have been completed by the Inspector of Election.

Marla C. Gottschalk
Director, UL Solutions

Thank you, Scott. This concludes today's meeting and the annual meeting is now adjourned. Thanks to all of you who have dialed in today to join us for the annual meeting. The Board and I remain dedicated to working to protect and grow your investment in the company, and thank you for your confidence in us.

Operator

This now concludes today's meeting. Thank you for joining, and have a pleasant day.

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