uctt-20240522

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 22, 2024

Ultra Clean Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

000-50646

61-1430858

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

26462 Corporate Avenue

Hayward, California

94545

(Address of Principal Executive Offices)

(Zip Code)


Registrant’s Telephone Number, Including Area Code: 510 576-4400


N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

UCTT

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 22, 2024, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Ultra Clean Holdings, Inc. (the “Company”), the stockholders of the Company considered and approved three proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 26, 2024.

The vote results detailed below represent the final results as certified by the Inspector of Elections:

Proposal 1

Election of directors for a one-year term.


Director	For	Against	Abstain	Broker Non-Votes
Clarence L. Granger	38,348,957	483,232	109,989	3,248,502
James P. Scholhamer	38,640,496	197,557	104,125	3,248,502
David T. ibnAle	38,348,552	484,645	108,981	3,248,502
Emily M. Liggett	38,483,184	352,982	106,012	3,248,502
Thomas T. Edman	38,593,510	238,608	110,060	3,248,502
Barbara V. Scherer	38,578,401	347,419	16,358	3,248,502
Ernest E. Maddock	37,563,717	1,271,837	106,624	3,248,502
Jacqueline A. Seto	38,437,369	397,069	107,740	3,248,502

Proposal 2

Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal 2024.


For	Against	Abstain
42,072,952	99,999	17,729

Proposal 3

Approval, by non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers.


For	Against	Abstain	Broker Non-Votes
35,836,853	3,047,739	57,586	3,248,502

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			ULTRA CLEAN HOLDINGS, INC.

Date:	May 28, 2024	By:	/s/ Paul Y. Cho
			Name: Paul Y. Cho Title: General Counsel and Corporate Secretary