PRE 14A

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

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Universal Electronics Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

[•], 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Universal Electronics Inc., to be held at our corporate office, 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254, on [•], 2026 at [a/p].m. local time in Scottsdale, Arizona.

The following Notice of Annual Meeting of Stockholders and Proxy Statement includes information about the matters to be acted upon by stockholders at the Annual Meeting. We hope that you will exercise your right to vote, either by attending the Annual Meeting and voting in person or by voting through other acceptable means as promptly as possible. You may vote through the Internet, by telephone or by mailing your completed proxy card (or voting instruction form, if you hold your shares through a broker, bank or other nominee).

Important Notice Regarding the Availability of Proxy Materials

for the 2026 Annual Meeting of Stockholders

We are mailing many of our stockholders a Notice Regarding the Availability of Proxy Materials rather than a full set of our proxy materials. The Notice contains instructions on how to access our proxy materials on the Internet, as well as instructions on how to obtain a paper copy of the full set of proxy materials if a stockholder so desires. This process is more environmentally friendly and reduces our costs to print and distribute these materials to stockholders. All stockholders who do not receive the Notice Regarding the Availability of Proxy Materials will receive a full set of our proxy materials.

On behalf of the Board of Directors and management of Universal Electronics Inc., we thank you for all of your support.

Sincerely yours,

Richard K. Carnifax

Interim Chief Executive Officer and Chief Operating Officer

TABLE OF CONTENTS


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
PROXY OVERVIEW			1
ABOUT THE MEETING AND VOTING			3
Proposal 1: Election of Directors			6
CORPORATE GOVERNANCE			10
Business Ethics — Code of Conduct			10
Insider Trading Policy			10
Director Independence			10
Outside Board Service			11
Board Leadership Structure			11
Risk Management			12
Communications with Directors			13
Board and Committee Self-Assessments			13
Board Committee Charters and Other Corporate Governance Materials			13
Board Structure and Committee Membership			13
Board Composition and Diversity			18
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES			18
Non-Employee Director Compensation			18
Director Compensation Table During 2025			19
Director Stock Ownership Guidelines			22
Non-Director Executive Officers			22
Proposal 2: Approval and Adoption of an Amendment to the Certificate of Incorporation to Declassify the Company’s Board of Directors			24
Proposal 3: Adoption and Approval of the Amended and Restated 2018 Equity and Incentive Compensation Plan			26
Proposal 4: Approval, on a Non-Binding Advisory Basis, of the Compensation of Our Named Executive Officers			36
EXECUTIVE COMPENSATION			37
Pay for Performance			37
Summary of Executive Compensation Practices			38
Philosophy and Overview of Our Compensation Program			39
How We Make Pay Decisions			40
Elements of Named Executive Officer Compensation			42
Tax Deductibility of Compensation			46
Clawback Policies			46
Compensation Committee Report			47
Summary Compensation Table			48
Outstanding Equity Awards at Fiscal 2025 Year-End			50
Compensation Agreements			52
Potential Payments upon Termination or Change in Control			54
Pay Versus Performance			55
Proposal 5: Ratification of the Appointment of Independent Registered Public Accounting Firm			59
RELATED PERSONS TRANSACTIONS			61
Review and Approval of Related Persons Transactions			61
Employment Arrangements and Indemnification Agreements			61
Security Ownership of Directors and Executive Officers			62
Security Ownership of Certain Beneficial Owners			63
OTHER MATTERS			64
Stockholder Proposals for the 2027 Annual Meeting			64
Other Business			64
APPENDIX A - CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF UNIVERSAL ELECTRONICS INC.			A-1
APPENDIX B - AMENDED AND RESTATED 2018 EQUITY AND INCENTIVE COMPENSATION PLAN			B-1

UNIVERSAL ELECTRONICS INC.

Corporate Headquarters

15147 N. Scottsdale Road, Suite H300

Scottsdale, Arizona 85254

Notice of Annual Meeting of Stockholders

to be Held on [•], 2026

The 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Universal Electronics Inc., a Delaware corporation (“Universal,” “UEI,” the “Company,” “we,” “us” or “our”), will be held at our corporate office, 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254, on [•], 2026 at [a/p].m., local time in Scottsdale, Arizona.

The meeting will be conducted for the following purposes:


Proposal One:		To elect each of Michael D. Burger, Satjiv S. Chahil, Sue Ann R. Hamilton, John Mutch and Eric B. Singer as Class II directors to serve on the Company’s Board of Directors (the “Board”) until the annual meeting of stockholders to be held in 2028 or until their respective successors are elected and qualified;

Proposal Two:		To adopt and approve an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to declassify the Board;

Proposal Three:		To adopt and approve the amendment and restatement of the Amended and Restated 2018 Equity and Incentive Compensation Plan (a) to increase the number of shares of common stock available for issuance thereunder by 375,000 shares, (b) to extend the term thereof, and (c) to incorporate other amendments thereto consistent with current compensation and governance best practices;

Proposal Four:		To approve, on a non-binding advisory basis, the compensation of our named executive officers;

Proposal Five:		To ratify the appointment of Grant Thornton LLP, an independent registered public accounting firm, as our auditors for the year ending December 31, 2026; and

To consider and act upon such other matters as may properly come before the 2026 Annual Meeting or any and all postponements or adjournments thereof.

All holders of record of shares of our common stock (Nasdaq: UEIC) at the close of business on [•], 2026 (the “Record Date”) are entitled to vote at the 2026 Annual Meeting and at any postponements or adjournments thereof. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person. We encourage you to vote via the Internet at www.proxypush.com/UEIC. It is convenient and may save us postage and processing costs. In addition, when you vote via the Internet, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and therefore not be counted. If you do not vote via the Internet, please vote by telephone or by completing, signing, dating and returning the accompanying proxy card in the enclosed return envelope. Voting early will help avoid additional solicitation costs and will not prevent you from attending the 2026 Annual Meeting or changing your vote.

IF YOU PLAN TO ATTEND THE MEETING:

Registration and seating will begin at [•] [a/p].m. (local time in Scottsdale, Arizona) on the day of the 2026 Annual Meeting. Each stockholder will need to present evidence of stock ownership and will need to bring valid picture identification, such as a driver’s license or passport, for admission to the meeting. Stockholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the Record Date.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON [•], [•], 2026.

This Proxy Statement, the Notice and our Annual Report on Form 10-K for the year ended December 31, 2025 are available online at www.proxydocs.com/UEIC and through the “Investor Relations” section of our website, www.uei.com.

By Order of the Board of Directors,

Ryan Hochgesang

VP, General Counsel and Corporate Secretary

[•], 2026

Scottsdale, Arizona

UNIVERSAL ELECTRONICS INC.

15147 N. Scottsdale Road, Suite H300

Scottsdale, Arizona 85254

PROXY OVERVIEW

This Proxy Statement contains information concerning our Annual Meeting of Stockholders (the “2026 Annual Meeting”) to be held at our corporate office, 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254, on [•], 2026, at [a/p].m. local time in Scottsdale, Arizona, and at any adjournments or postponements thereof. Holders of the Company’s common stock at the close of business on [•], 2026 (the “Record Date”) may vote their shares at the 2026 Annual Meeting. Each share owned on the record date is entitled to one vote. At the close of business on the Record Date, [•] shares of common stock were outstanding.

Your proxy for the meeting is being solicited by our Board of Directors (the “Board”). This Proxy Statement and our Annual Report on Form 10-K are being mailed to stockholders beginning on or about [•], 2026.

At the 2026 Annual Meeting, stockholders will act upon the matters outlined in the notice of meeting provided with this Proxy Statement, including the following:


Proposal		Board Recommendation

Proposal 1	Election of Class II Directors	FOR EACH OF THE NOMINEES

Proposal 2	Adoption and approval of an amendment to the Certificate of Incorporation to declassify the Board	FOR

Proposal 3	Adoption and approval of the amendment and restatement of the Amended and Restated 2018 Equity and Incentive Compensation Plan	FOR

Proposal 4	Approval, on a non-binding advisory basis, of the compensation of our named executive officers	FOR

Proposal 5	Ratification of the appointment of Grant Thornton LLP, an independent registered public accounting firm, as the Company’s auditors for the year ending December 31, 2026	FOR

In addition, management will respond to questions from stockholders, if any. We are not aware of any other matters that will be brought before the 2026 Annual Meeting for action.

Corporate Governance Highlights

The Board and management have recognized for many years the need for sound corporate governance practices in fulfilling their duties and responsibilities to our stockholders. Included below are certain corporate governance highlights as of the date of this Proxy Statement, including policies we have implemented and other notable governance achievements.



Independent Directors	7 of 7	Anti-pledging Policy	Yes

Appointed an Independent Chair of the Board	Yes	Fully Independent Board Committees	Yes

Independent Directors Meet Without Management	Yes	Director Attendance (Board and Committees)	>75%

Board Meetings Held in 2025	14	Code of Conduct for Directors, Officers and Employees	Yes

Stock Ownership Guidelines for Directors	Yes	Risk Management Review	Yes

Executive Sessions of Independent Directors	Yes	Separation of CEO and Chairman of the Board	Yes

Director Nominees and Board Summary

You are being asked to vote on the election of the following director nominees. Summary biographical information and the committee memberships and leaderships of the director nominees are set forth below. Ages referenced below are as of the Record Date. See “Proposal 1 – Election of Directors” for additional information about the director nominees.

Director nominees:

Name

Age

Independent

Audit
Committee

Compensation
Committee

Corporate
Governance,
Sustainability
and
Nominating
Committee

Operational
Review
Committee

Other
Public
Company
Boards

Michael D. Burger ⁽¹⁾

☑

Satjiv S. Chahil

☑

Sue Ann R. Hamilton ⁽²⁾

☑

John Mutch⁽³⁾

☑

Eric B. Singer ⁽⁴⁾

☑

LOGO Chair LOGO Member

⁽¹⁾	Mr. Burger was appointed to the Board and as a member of the Operational Review Committee, in each case effective May 2, 2025. Mr. Burger was appointed as a member of the Audit Committee effective July 14, 2025.

⁽²⁾

Ms. Hamilton served as Chair of the Compensation Committee until February 16, 2026, on which date she was appointed as a member of the Compensation Committee. Ms. Hamilton served as a member of the Corporate Governance, Sustainability and Nominating Committee until February 16, 2026, on which date she was appointed as Chair of the Corporate Governance, Sustainability and Nominating Committee.

⁽³⁾

Mr. Mutch was appointed to the Board effective April 15, 2025. Mr. Mutch was appointed as a member of the Operational Review Committee effective May 1, 2025. Mr. Mutch was appointed as a member of the Audit Committee effective July 14, 2025 and as Chair of the Audit Committee effective August 11, 2025.

⁽⁴⁾

Mr. Singer was appointed as Chairman of the Board, Chair of the Corporate Governance, Sustainability and Nominating Committee and a member of the Operational Review Committee, in each case effective May 1, 2025. Mr. Singer served as a member of the Compensation Committee until February 16, 2026, on which date he was appointed as Chair of the Compensation Committee. Mr. Singer served as Chair of the Corporate Governance, Sustainability and Nominating Committee until February 16, 2026, on which date he was appointed as a member of the Corporate Governance, Sustainability and Nominating Committee.

ABOUT THE MEETING AND VOTING

How do I vote?

Most stockholders have a choice of voting on the Internet, by telephone, by mail, or in person at the 2026 Annual Meeting.

Voting on the Internet or by Telephone. If you are a registered holder of our common stock, detailed instructions for Internet and telephone voting are attached to your proxy card. Your Internet or telephone vote authorizes the proxy holders to vote your shares in the same manner as if you signed and returned your proxy card by mail. If you are a registered holder of our common stock and you vote on the Internet or by telephone, your vote must be received by 11:59 p.m. Eastern Time on [•], 2026.

If you hold shares of our common stock in “street name,” you may be able to vote on the Internet or by telephone as permitted by your broker, bank or other nominee. Please follow any procedures provided to you by your broker, bank or other nominee.

Voting by Mail. If you are a registered holder of our common stock (i.e., your shares are registered in your name with our transfer agent, Computershare Trust Company, N.A.), you may vote by signing, dating and returning your proxy card in the enclosed prepaid envelope. The proxy holders will vote your shares in accordance with your directions. If you sign and return your proxy card, but do not properly direct how your shares should be voted on a proposal, the proxy holders will vote your shares “FOR” each of the nominees named in Proposal 1 and “FOR” each of Proposals 2, 3, 4 and 5. In addition, the proxy holders will vote your shares according to their discretion on any other proposals and other matters that may be brought before the 2026 Annual Meeting.

If you hold shares of our common stock in “street name” (i.e., your shares are held in a brokerage account or by a bank or other nominee, and registered with our transfer agent in the name of your broker, bank or other nominee), you should complete, sign and date the voting instruction card, or follow any alternative procedures, provided to you by your broker, bank or other nominee.

Voting in Person. All stockholders may vote in person at the 2026 Annual Meeting. Registered holders of our common stock may also be represented by another person present at the 2026 Annual Meeting by signing a proxy designating such person to act on their behalf.

If you hold shares of our common stock in “street name,” you may vote in person at the 2026 Annual Meeting only if you have obtained a signed proxy from your broker, bank or other nominee authorizing you to vote your shares.

Participants in Retirement, Savings or other Similar Plan. If you participate in a retirement, savings or other similar plan in which you own shares of our common stock, the plan’s independent trustee will vote all plan shares in proportion to all of the instructions your trustee receives with respect to the plan shares. Please follow any procedures provided to you by your trustee in order to vote your plan shares. You are not able to vote plan shares in person at the 2026 Annual Meeting.

What happens if I hold shares in “street name” and I do not give voting instructions?

If you hold shares in “street name” and do not provide your broker, bank or other nominee with specific voting instructions your broker may generally vote on routine matters but cannot vote on non-routine matters. Proposals 1, 2, 3 and 4 are each considered non-routine matters. Therefore, if you do not instruct your broker how to vote on any of Proposals 1, 2, 3 or 4, your broker does not have authority and will not vote your shares on such proposals. This is generally referred to as a “broker non-vote.” Proposal 5 is considered a routine matter and, therefore, no broker non-votes are expected for that proposal. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal.

Who tabulates the vote?

Representatives of BetaNXT, Inc. will tabulate the votes for the 2026 Annual Meeting.

What constitutes a quorum for the annual meeting?

A “quorum” of stockholders is necessary for us to hold a valid annual meeting. For a quorum, there must be a majority of the outstanding shares entitled to vote present in person or represented by proxy, or by use of communications equipment. Abstentions, withhold votes and broker non-votes are counted for the purpose of determining the presence of a quorum.

What vote is required to approve each proposal?

Election of Directors (Proposal 1). To be elected as a director, a nominee must receive the affirmative vote of a plurality of the shares present in person or represented by proxy at the 2026 Annual Meeting and entitled to vote thereon. Under the plurality voting standard, the five nominees receiving the most “FOR” votes will be elected. Broker non-votes and withholding authority to vote your shares with respect to one or more director nominees will have no effect on this proposal. You may vote “FOR” or “WITHHOLD” on each of the director nominees.

Adoption and Approval of an Amendment to the Certificate of Incorporation to Declassify the Company’s Board of Directors (Proposal 2). The adoption of an amendment to the Certificate of Incorporation to declassify the Board requires the affirmative vote of the majority of the outstanding shares entitled to vote thereon. Abstentions and broker non-votes with respect to this proposal will have the effect of a vote against this proposal. You may vote “FOR,” “AGAINST” OR “ABSTAIN” on this proposal.

Adoption and Approval of the Amended and Restated 2018 Equity and Incentive Compensation Plan (Proposal 3). The adoption and approval of the amendment and restatement of our Amended and Restated 2018 Equity and Incentive Compensation Plan requires the affirmative vote of the majority of the shares present or represented by proxy at the 2026 Annual Meeting and entitled to vote on this proposal. Abstentions with respect to this proposal will have the effect of a vote against this proposal. Broker non-votes are not considered entitled to vote and, as a result, broker non-votes will have no effect on this proposal. You may vote “FOR,” “AGAINST” OR “ABSTAIN” on this proposal.

Approval, on a Non-Binding Advisory Basis, of the Compensation of Our Named Executive Officers (Proposal 4). The approval, on a non-binding advisory basis, of the compensation of our named executive officers is advisory and is not binding on the Company or the Board. However, the Compensation Committee will consider the affirmative vote of a majority of the shares present in person or represented by proxy at the 2026 Annual Meeting and entitled to vote thereon. Abstentions with respect to this proposal will have the effect of a vote against this proposal. Broker non-votes are not considered entitled to vote and, as a result, broker non-votes will have no effect on this proposal. You may vote “FOR,” “AGAINST” OR “ABSTAIN” on this proposal.

Ratification of the Appointment of Independent Registered Public Accounting Firm (Proposal 5). The ratification of the appointment of Grant Thornton LLP, an independent registered public accounting firm, as our auditors for the year ending December 31, 2026 requires the affirmative vote of a majority of the shares present in person or represented by proxy at the 2026 Annual Meeting and entitled to vote thereon. Abstentions with respect to this proposal will have the effect of votes against. Because this proposal is considered a “routine” matter, there will be no broker non-votes with respect to this matter. You may vote “FOR,” “AGAINST” OR “ABSTAIN” on this proposal.

Can I revoke or change my vote after I submit my proxy?

If you are a registered holder of our common stock, you may revoke or change your vote at any time before the proxy card is voted, by sending either a written notice of revocation or a duly executed proxy bearing a later date to our transfer agent. If you attend the 2026 Annual Meeting in person, you may ask the inspector of elections to suspend your proxy holder’s power to vote, and you may submit another proxy or vote by ballot. Your attendance at the meeting will not by itself revoke a previously granted proxy. Any written notice revoking a proxy should be sent to our Secretary, Universal Electronics Inc., 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254 and must be received no later than the close of business on [•], 2026. If your shares are held in “street name” or you are a member of a retirement, savings or other similar plan, please check your voting instruction card or contact your broker, bank or other nominee to determine whether you will be able to revoke or change your vote.

How can I attend the annual meeting?

You are entitled to attend the 2026 Annual Meeting only if you were a stockholder at the close of business on [•], 2026, the Record Date. If shares of our common stock are registered in your name, we will ask you to present evidence of stock ownership and valid photo identification, such as a valid driver’s license or passport, to enter the 2026 Annual Meeting. If you hold your stock in “street name,” we will ask you to provide proof of beneficial ownership as of the Record Date, such as a bank or brokerage account statement showing ownership on [•], 2026, a copy of the voting instruction card provided by your broker, bank or other nominee, or similar evidence of ownership.

Who pays the costs of this proxy solicitation?

We will bear the entire cost of proxy solicitation, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any additional materials furnished to stockholders.

Copies of proxy solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others to forward to such beneficial owners. In addition, we may reimburse such persons for their cost of forwarding the solicitation materials to such beneficial owners. Our officers and other employees may also solicit the return of proxies. Proxies may be solicited by personal contact, mail, telephone and electronic means.

What is “householding” of proxy materials, and can it save the Company money?

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single annual report and proxy statement to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Although we do not household for holders of common stock registered in their names, a number of brokerage firms have instituted householding for shares held in “street name,” delivering a single set of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you are receiving multiple copies of the annual report and proxy statement and wish to receive only one, please notify your broker.

Is this Proxy Statement and the Annual Report on Form 10-K available on the Internet?

Yes. This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 are available online at www.proxydocs.com/UEIC and through the “Investor Relations” section of our website, www.uei.com.

Proposal 1—Election of Directors

Pursuant to our Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) the Board is currently divided into two classes, designated as Class I and Class II. Class I consists only of directors who are also employees of the Company and serve for one-year terms. Class II consists only of directors who are not employees of the Company and serve for two-year terms. There are currently no Class I directors on the Board. Five Class II directors will be elected at the 2026 Annual Meeting to serve for two-year terms.

At the 2026 Annual Meeting, we are asking our stockholders to approve an amendment to our Certificate of Incorporation to declassify the Board. See “Proposal 2—Approval and Adoption of an Amendment to the Certificate of Incorporation to Declassify the Company’s Board of Directors.” If the proposed amendment to the Certificate of Incorporation is approved, then starting with the 2027 annual meeting of stockholders, all directors will be elected annually.

The following table sets forth certain information regarding each of the director nominees Ages listed are as of the Record Date. There are no family relationships among any of our directors or executive officers.

Nominees for Election at the 2026 Annual Meeting

Director Background

Michael D. Burger

Audit Committee

Operational Review Committee

Director since May 2025

Age: 67

Mr. Burger previously served as the Chief Executive Officer and director of FARO Technologies, Inc. (Nasdaq: FARO), a leading supplier of 3-dimensional mapping equipment and solutions from June 2019 to July 2023. Prior to that, Mr. Burger served as President and Chief Executive Officer and as a member of the board of directors of Electro Scientific Industries, Inc. (previously Nasdaq: ESIO), a leading supplier of laser-based manufacturing solutions for the micro-technology industry from October 2016 to February 2019. Before that, Mr. Burger served as President and Chief Executive Officer and as a member of the board of directors of Cascade Microtech, Inc. (previously Nasdaq: CSCD, which is now part of FormFactor, Inc.), a manufacturer of semiconductor probe card and prober systems, from July 2010 to June 2016. From April 2007 to February 2010, Mr. Burger served as President and Chief Executive Officer and as a member of the board of directors of Merix Corporation (previously Nasdaq: MERX), a printed circuit board manufacturer. Mr. Burger also served as a member of the board of directors of ViaSystems Group, Inc. from February 2010, after it acquired Merix, until May 2015.

Mr. Burger earned a Bachelor of Science from New Mexico State University and attended the International Executive Management Program at Stanford University.

Mr. Burger’s experience as a public company executive and director, together with his background in technology and electronics manufacturing, enables him to provide valuable strategic, operational and governance insight to our board.


Satjiv S. Chahil Compensation Committee Corporate Governance, Sustainability and Nominating Committee Product Strategy and Innovations Committee		Mr. Chahil is a Silicon Valley-based global marketing and innovations advisor, and social entrepreneur since 2011. Prior to 2011, Mr. Chahil served as Senior Vice President, Worldwide Marketing at Apple Inc. (Nasdaq: AAPL), a consumer electronics and software solution services company, Chief Marketing Officer at Palm, Inc, a provider of handheld computing and communications solutions, and Senior Vice President, Global Marketing at Hewlett-Packard’s Personal Systems Group. In his earlier career he held professional management positions at IBM and Xerox. Additionally, he has served as a Senior Advisor to several global high-tech companies, including Blackberry Ltd (NYSE: BB), BMW Group, Sony Electronics, SWAROVSKI, Beats Electronics and Starkey Hearing Technologies. He also serves as a Board member of the ASU Foundation, a Founders Circle member of the American India Foundation and as Chairman of the Chahil Foundation.

Director since August 2002 Age: 75		Mr. Chahil earned a Bachelor of Commerce degree from Punjab University in Chandigarh, India and a Master of International Management degree from the Thunderbird School of Global Management at Arizona State University. Mr. Chahil provides the Board with proven leadership and business experience in the areas of digital convergence, new media and global marketing gained from serving in various executive management positions with multinational information technology, computing and wireless control companies and the extensive management and corporate governance experience gained from those roles.

Sue Ann R. Hamilton Corporate Governance, Sustainability and Nominating Committee (Chair) Compensation Committee Director since November 2019 Age: 65		Ms. Hamilton is the Founder and Principal of Hamilton Media LLC, which advises and represents major, emerging media and technology companies, since 2007. In this role, Ms. Hamilton has served as Executive Vice President—Distribution and Business Development for AXS TV LLC, a partnership between founder Mark Cuban, AEG, Ryan Seacrest Media, Creative Artists Agency and CBS. Prior to launching Hamilton Media, she served as Executive Vice President of Programming for Charter Communications, Inc. (Nasdaq: CHTR), a cable and internet provider, from 2003 until 2007. Before her work at Charter, she held numerous management positions at AT&T Broadband LLC and its predecessor, Tele-Communications, Inc., between 1993 and 2002. Early in her career, Ms. Hamilton was a partner at Chicago-based law firm Kirkland & Ellis LLP, specializing in complex commercial transactions. Ms. Hamilton has also served as a member of the board of directors of Liberty Broadband Corporation (Nasdaq: LBRDA) since December 2020. She previously served as a member of the board of directors of GCI Liberty, Inc. (Nasdaq: GLIBA), which merged into Liberty Broadband Corporation in December 2020, and of FTD Companies, Inc. As representative of Mark Cuban Companies/Radical Ventures, she has been a board observer since 2012 for Philo, Inc., a privately held technology company. Ms. Hamilton earned a Bachelor of Arts degree from Carleton College and a Juris Doctorate from Stanford Law School. Ms. Hamilton’s background as an executive in and advisor to the cable television industry for over 31 years enable her to contribute extensive knowledge and strategic insight in technology, media and telecommunications to the Board. In addition, her financial and legal experience strengthen the Board’s collective qualifications, skills and attributes. Her experience gained from membership on the boards of public and privately-held companies gives the company the benefit of observed best practices in corporate governance.


John Mutch Audit Committee (Chair) Operational Review Committee Director since April 2025 Age: 69		Mr. Mutch is the Founder and Managing Partner of MV Advisors LLC, a strategic block investment firm that provides focused investment and strategic guidance to small and mid-cap technology companies, since December 2005. From December 2008 to January 2014, he served as Chief Executive Officer and Chairman of the board of directors of Beyondtrust Software, a privately held security software company. Prior to this, Mr. Mutch served as President, Chief Executive Officer and a member of the board of directors of HNC Software, an enterprise analytics software provider. Before HNC Software, Mr. Mutch spent seven years at Microsoft Corporation in a variety of executive sales and marketing positions. Mr. Mutch currently serves as Chair of the board of directors of Aviat Networks, Inc. (Nasdaq: AVNW), a provider of wireless networking and access solutions, and has served on Aviat’s board since January 2015. He has also served as a member of the board of directors of Agilysys, Inc. (Nasdaq: AGYS), a provider of information technology solutions, since December 2009. From April 2017 to May 2019, Mr. Mutch served as a director at Maxwell Technologies, Inc., a manufacturer of energy storage and power delivery solutions for automotive, heavy transportation, renewable energy, backup power, wireless communications and industrial and consumer electronics applications. From July 2017 to March 2018, he served as a director at YuMe, Inc., a provider of digital video brand advertising solutions, and as a member of the board of directors of RhythmOne plc, a technology-enabled digital media company, following its acquisition of YuMe until January 2019. He served on the board of directors of Steel Excel Inc., a provider of drilling and production services to the oil and gas industry and of event-based sports services and other health-related services, from 2007 to 2016. Prior to founding MV Advisors LLC, in March 2003, Mr. Mutch was appointed by the U.S. Bankruptcy court to the board of directors of Peregrine Systems, Inc., a provider of enterprise asset and service management solutions. He assisted Peregrine in a bankruptcy work-out proceeding and served as its President and Chief Executive Officer from July 2003 to December 2005. Mr. Mutch is a veteran of the U.S. Navy and holds a Bachelor of Science in Economics from Cornell University and a Master of Business Administration from the University of Chicago.

		Mr. Mutch’s extensive background as an executive and public company director, along with his background as a technology investor and his significant restructuring experience, enables him to provide valuable strategic and operational insight to the Board.

Eric B. Singer

Chairman of the Board

Compensation Committee (Chair)

Corporate Governance, Sustainability and Nominating Committee

Operational Review Committee

Director since December 2023

Age: 52

Mr. Singer has been the President, Chief Executive Officer and Chairman of the board of directors of Immersion Corporation (Nasdaq: IMMR), a licensing company focused on the invention, acceleration, and scaling, through licensing, of innovative haptic technologies, since 2023. From 2020 until 2023, he also served as Immersion’s Executive Chairman. He has also served as the President and Chief Executive Officer of Toro 18 Holdings LLC, an entity wholly-owned by Immersion, since 2020. Mr. Singer has served as the lead independent director since September 2021 and as a director since July 2019 of A10 Networks, Inc. (NYSE: ATEN), an application controller and firewall cloud security company. Mr. Singer has also served as a member of the board of directors of Barnes & Noble Education, Inc. (NYSE: BNED) since June 2024. From 2014 through 2022, he was a Managing Member of VIEX Capital Advisors, an investment management services company, which he founded. Previously, he served on the boards of Velodyne Lidar, Inc (previously Nasdaq: VLDR); Quantum Corporation (Nasdaq: QMCO), a video data storage and management company; Numerex Corp., a provider of managed machine-to-machine enterprise solutions enabling the Internet of Things; RhythmOne plc and YuMe, Inc., each a provider of brand video advertising software and audience data; Support.com, Inc., a provider of tech support and support center services; Meru Networks Inc., a Wi-Fi network solutions company; PLX Technology, Inc., a PCI Express and ethernet semiconductor company; and Sigma Designs, Inc. (previously Nasdaq: SIGM), an integrated circuit provider for the home entertainment market, among other companies.

Mr. Singer earned a Bachelor of Arts degree from Brandeis University.

Mr. Singer has served as our Chairman of the Board since May 2025.

Mr. Singer has extensive experience in the technology sectors and particularly in developing strategies that are aimed at enhancing the overall value of the corporations he serves. Mr. Singer also has substantial experience serving on public boards. This experience assists in enhancing stockholder value through monetizing our intellectual properties and otherwise assist the Board in continuing to develop a roadmap toward greater profitability.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CLASS II DIRECTOR NOMINEES SET FORTH ABOVE.

CORPORATE GOVERNANCE

The Board may establish the authorized number of directors from time to time by resolution. The current number of directors is seven. Following the conclusion of the 2026 Annual Meeting, the number of directors will be five. We describe below our key corporate governance policies that enable us to manage our business in accordance with high ethical standards and in the best interests of our stockholders.

Business Ethics — Code of Conduct

Our Code of Conduct applies to each member of the Board and to all officers and employees of UEI and our subsidiaries wherever located. Our Code of Conduct contains the general guidelines and principles for conducting UEI’s business consistent with the highest standards of business ethics. Under our Code of Conduct, we encourage our employees to report all violations of Company policies and the law, including incidents of harassment, discrimination or foreign corrupt practices. To assist our employees in complying with their ethical and legal obligations and in reporting suspected violations of laws, policies and procedures, management, at the direction of the Board, has established an independent, third-party “Ethics Hotline”.

Our Code of Conduct is posted on the “Investor Relations” section of our website,

www.uei.com

. Any amendment to our Code of Conduct or waiver of its provisions with respect to our Principal Executive Officer, Principal Financial Officer or Principal Accounting Officer or any member of the Board will be promptly posted on our website,

www.uei.com

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale, and other disposition of our securities by directors, officers, and employees, and implemented procedures applicable to the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company. A copy of our insider trading policy is filed as Exhibit 19.1 to the Company’s Annual Report on Form

10-K

for the year ended December 31, 2025. See “Anti-Pledging and Hedging Policies” included elsewhere in this Proxy Statement for additional information on such practices.

Director Independence

The Board has adopted Director Independence Standards to assist in determining the independence of each director. In order for a director to be considered independent, the Board must affirmatively determine that the director has no material relationship with UEI. In each case, the Board broadly considers all relevant facts and circumstances, including the director’s commercial, industrial, banking, consulting, legal, accounting, charitable and family relationships and such other criteria as the Board may determine from time to time. These Director Independence Standards are published on the “Investor Relations” section of our website,

www.uei.com

. The Board has determined that each of the five directors standing for

re-election,

Michael D. Burger, Satjiv S. Chahil, Sue Ann R. Hamilton, John Mutch and Eric B. Singer, meets these standards and thus is independent and, in addition, satisfies the independence requirements of the Nasdaq listing rules. To our knowledge, none of the independent directors has any direct or indirect relationships with our Company or its subsidiaries and affiliates, other than serving as a director and being a stockholder.

All members of the (i) Audit Committee, (ii) Compensation Committee, (iii) Corporate Governance, Sustainability and Nominating Committee and (iv) Operational Review Committee must be independent as defined by the Board’s Director Independence Standards. Members of the Audit and Compensation Committees must also satisfy additional independence requirements, which, among other things, provide that they may not accept, directly or indirectly, any consulting, advisory or other compensatory fees from UEI or any of its subsidiaries other than their director compensation.

Outside Board Service

We understand that the policy of ISS Proxy Advisory Services (“ISS”) is to recommend a “Withhold” vote for directors who serve on more than two public boards, while also serving as a Chief Executive Officer of a publicly traded company, which ISS refers to as being “overboarded.” We understand that ISS allows for an exception to its Chief Executive Officer-related “overboarded” rule when a director’s service on a board is integral to their duties as Chief Executive Officer. Mr. Singer serves on the board of Immersion Corporation (Immersion), where Mr. Singer is also Chief Executive Officer. In addition to Mr. Singer’s service on Immersion’s board and on the Company’s Board, he serves on the board of two other publicly traded companies, A10 Networks, Inc. (A10) and Barnes & Noble Education, Inc. (BNED).

We believe Mr. Singer falls within the ISS exception to its Chief Executive Officer-related “overboarded” policy, because Mr. Singer’s service on the Company’s Board, BNED’s board and Immersion’s board is directly tied to his Chief Executive Officer responsibilities at Immersion. Immersion is the largest stockholder of both the Company and BNED, and holds a material financial interest in those companies relative to Immersion’s balance sheet. Specifically, Immersion owns approximately [12.1]% of UEI’s outstanding shares, making Mr. Singer’s board role at UEI a critical component of his role and responsibilities as Chief Executive Officer of Immersion. Similarly, with respect to BNED, Immersion owns approximately 32.9% of the outstanding shares of BNED and is required to consolidate its financial results with BNED. Mr. Singer’s role as a director of BNED is therefore essential to providing oversight of a business, the performance of which has a direct and material impact on Immersion’s financial results. In both cases, Mr. Singer’s service on the board of UEI and BNED is not separate from, but rather a key component of, his responsibilities as Chief Executive Officer of Immersion. As such, we believe this is a compelling case for ISS to grant an exception to its “overboarded” policy with respect to Mr. Singer’s board service at UEI, Immersion, BNED and A10.

In 2025, Mr. Singer attended 100% of meetings of the Company’s Board and the committees upon which he serves, and he continues to dedicate significant time to the Company.

When considering whether to recommend the nomination of Mr. Singer to the Company’s Board, the Corporate Governance, Sustainability and Nominating Committee and the Board took into account the factors discussed above, and believes that Mr. Singer is subject to the ISS exception and should be elected to the Board.

Board Leadership Structure

We believe that our current board structure is effective in supporting strong board leadership. Since May 2025, the Chief Executive Officer and Chairman positions have been held separately. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman of the Board and Chief Executive Officer of the Company in any way that is in the best interests of the Company and the stockholders at a given point in time. The Board believes that the decision as to who should serve as Chairman of the Board and Chief Executive Officer, and whether these offices should be combined or separate, should be assessed periodically by the Board, and that the Board should not be constrained by a rigid policy mandating that such positions be separate. The Company currently separates the roles of Chief Executive Officer and Chairman of the Board. Mr. Singer, an independent director, currently serves as Chairman of the Board.

The Board recognizes that the roles of Chief Executive Officer and Chairman of the Board are distinct. While the Chief Executive Officer is responsible for setting the strategic direction for the Company and for the day-to-day leadership and performance of the Company, the Chairman of the Board provides guidance to the Chief Executive Officer and sets the agenda for, and presides over, meetings of the Board. The Board has full access to our management team at all times. The independent directors who chair the Company’s Audit, Compensation, Nominating and Corporate Governance, and Operational Review Committees also provide leadership to the Board in their assigned areas of responsibility. In addition, the Board or any committee may retain, at such times and on such terms as determined by the Board or committee in its sole discretion, independent legal, financial and other consultants and advisors to advise and assist the Board or committee in discharging its oversight responsibilities. The Board believes that the independent governance of the Board is safeguarded through:

•

the separation of the roles of Chairman of the Board and Chief Executive Officer;

•

the independence of directors constituting 100% of the current members of the Board;

•

the use of a Lead Independent Director when the Chairman of the Board is not an independent director;

•

the independence of the chairs and other Board committee members; and

•

the holding of regular executive sessions of the non-management directors.

The Company will continue to review its board structure to ensure that it is in the best position to deliver value to its stockholders, key stakeholders and the communities in which the Company operates.

Risk Management

Management is responsible for assessing and managing UEI’s exposure to various risks while the Board has responsibility for the oversight of risk management. Management has an enterprise risk management process to identify, assess and manage the most significant risks facing UEI, including financial, strategic, operational, litigation, compliance and reputational risks.

The Audit Committee has oversight responsibility to review management’s risk management process, including the policies and guidelines used by management to identify, assess and manage UEI’s exposure to risk, including cybersecurity risks. The Audit Committee also has oversight responsibility for financial risks. The Board has oversight responsibility for all other risks. Management reviews financial risks with the Audit Committee at least quarterly and reviews its risk management process with the Audit Committee on an ongoing basis. Management reviews various significant risks with the Board throughout the year, as necessary and/or appropriate, and conducts a formal review of its assessment and management of the most significant risks with the Board on an annual basis.

Our internal auditor (the “Internal Auditor”) has direct access and accountability to the Audit Committee and is responsible for leading the formal risk assessment and management process within the Company. The Internal Auditor, through consultation with the Company’s senior management, periodically assesses the major risks facing the Company and works with those executives responsible for managing each specific risk. The Internal Auditor periodically, no less than quarterly, reviews with the Audit Committee the major risks facing the Company and the steps management has taken to monitor and mitigate those risks. The Internal Auditor’s risk management report, which is provided in advance of the regularly scheduled Audit Committee meetings, is reviewed by the entire Audit Committee. The executive responsible for managing a particular risk may also report to the Audit Committee or full Board on how the risk is being managed and mitigated. Throughout the year, the Chair of the Audit Committee provides the Internal Auditor with performance and development-based feedback.

Management’s role to identify, assess and manage risk, and the Board’s role in risk oversight, have been well defined for many years. The Board’s role in risk oversight has had no significant effect on the Board’s leadership structure. We believe that the Board’s leadership structure after Mr. Arling’s departure, with the separation of the Chairman and Chief Executive Officer positions and with Mr. Singer serving as our Board Chairman, enhances the Board’s effectiveness in risk oversight.

In addition, the Board has delegated to other committees the oversight of risks within their areas of responsibility and expertise. For example, the Compensation Committee oversees the risks associated with the Company’s compensation practices, including a periodic review of the Company’s compensation policies and practices for its employees. The Company has determined that its compensation policies do not pose any risks that are reasonably likely to have a material adverse effect on the Company. The Corporate Governance, Sustainability and Nominating Committee oversees the risks associated with the Company’s overall governance and its succession planning process.

Communications with Directors

Stockholders and other interested parties may communicate with members of the Board, the Chairman, committee chairs or the independent directors as a group by regular mail. Any communication by regular mail should be sent to Universal Electronics Inc., 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254, to the attention of the applicable director or directors with a copy to the Secretary.

Board and Committee Self-Assessments

The Board, through its Corporate Governance, Sustainability and Nominating Committee periodically decides whether to conduct self-assessments of the Board and its various committees, to assist in determining whether the Board and its committees are functioning effectively.

Board Committee Charters and Other Corporate Governance Materials

The Board has adopted written charters for the (i) Audit Committee, (ii) Compensation Committee, (iii) Corporate Governance, Sustainability and Nominating Committee, and (iv) Operational Review Committee. Each committee reviews and evaluates the adequacy of its charter at least annually and recommends any proposed changes to the Board for approval. You may access all committee charters, our Code of Conduct, our Corporate Governance Guidelines, our Director Independence Standards, and other corporate governance materials through the “Investor Relations” section of our website, www.uei.com.

Board Structure and Committee Membership

Board Composition

As of the date of this Proxy Statement, we currently have seven directors, all of whom are Class II Directors, of which five directors are up for election at the 2026 Annual Meeting. A Class I Director is a director who is also an employee of the Company and is elected each year at the annual meeting of stockholders to serve a one-year term and a Class II Director is a director who is not an employee and is elected every even-numbered year at the annual meeting of stockholders to serve a two-year term.

Board of Directors Meetings Held During 2025

During 2025, the Board formally met 14 times and acted 7 times by unanimous written consent. Each director is expected to attend each meeting of the Board and those committees on which he or she serves. During 2025, no director attended less than 75% of the aggregate of all Board meetings and meetings of committees on which the director served. We do not require our independent outside directors to attend our annual meetings. However, all of our directors attended our 2025 annual meeting of stockholders in person or via videoconference.

Role of Primary Board Committees

The Board has four standing committees – (i) Audit, (ii) Compensation, (iii) Corporate Governance, Sustainability and Nominating and (iv) Operational Review. Each committee is composed entirely of independent directors, as determined by the Board in accordance with applicable Nasdaq listing standards and the Board’s Director Independence Standards. In addition, Audit Committee and Compensation Committee members meet additional heightened independence criteria applicable to Audit Committee and Compensation Committee members under applicable Nasdaq and Securities and Exchange Commission (the “SEC”) independence requirements. The table below provides information about the membership of the committees as of the date of this Proxy Statement and the number of meetings held in 2025.


Name/Item	Audit Committee	Compensation Committee	Corporate Governance, Sustainability and Nominating Committee	Operational Review Committee
Michael D. Burger ⁽¹⁾	X			X
Satjiv S. Chahil		X	X
Sue Ann R. Hamilton ⁽²⁾		X	Chair
John Mutch ⁽³⁾	Chair			X
Rômulo C. Pontual ⁽⁴⁾	X		X
Eric B. Singer ⁽⁵⁾		Chair	X	X

⁽¹⁾	Mr. Burger was appointed to the Board and as a member of the Operational Review Committee, in each case effective May 2, 2025. Mr. Burger was appointed as a member of the Audit Committee effective July 14, 2025.

⁽²⁾

⁽³⁾

⁽⁴⁾	Mr. Pontual departed the Audit Committee on July 14, 2025, and was reappointed as member of the Audit Committee on August 11, 2025. Mr. Pontual will retire from the Board, and from all committees on which he serves, immediately prior to the 2026 Annual Meeting.

⁽⁵⁾

Audit Committee

The Audit Committee is primarily concerned with the integrity of our financial statements, our compliance with legal and regulatory requirements, the independence, qualification, and performance of the independent registered public accounting firm and the performance of our Internal Auditor. The Audit Committee’s functions include:

•

monitoring the Company’s major risk exposures, including financial risk, and the steps management has taken to control such exposures;

•

meeting with our independent registered public accounting firm and management representatives;

•

appointing, subject to the ratification of the Company’s stockholders, the Company’s independent registered public accounting firm;

•

approving the scope of audits and other services to be performed by the independent registered public accounting firm;

•

establishing pre-approval policies and procedures for all audit, audit-related, tax and other fees to be paid to the independent registered public accounting firm;

•

considering whether the performance of any professional service by the registered public accountants may impair their independence;

•

reviewing the results of external audits, the accounting principles applied in financial reporting, and financial and operational controls;

•

reviewing and discussing with management the effectiveness of the Company’s practices with respect to cybersecurity risk assessments and risk management, and overseeing the Company’s policies and controls with respect to cybersecurity, data privacy, and data protection; and

•

meeting with the Internal Auditor and approving the scope and review of audits performed by the Internal Auditor.

The independent registered public accountants and the Internal Auditor each have unrestricted access to the Audit Committee, and the members of the Audit Committee have unrestricted access to each of the independent registered public accountants and the Internal Auditor.

All of the Audit Committee members are financially literate. The Board has determined that Mr. Mutch is qualified as an “audit committee financial expert” within the meaning of applicable SEC regulations. The Audit Committee met six (6) times during 2025.

Audit Committee Report

The Audit Committee reviews our financial reporting process on behalf of the Board and while management has the primary responsibility for the financial statements and the reporting process, our independent registered public accountants are responsible for expressing an opinion on the conformity of our audited financial statements to accounting principles generally accepted in the United States, in all material respects.

In this context, the Audit Committee hereby reports as follows:

The Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, 2025 with management and the independent registered public accountants.

The Audit Committee has discussed the matters required to be discussed by the applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC with the independent registered public accounting firm.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.

The Audit Committee has considered whether the independent registered public accountants’ provision of non-audit services provided to us, if any, is compatible with the registered public accountants’ independence.

Relying on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that our audited financial statements for the year ended December 31, 2025, as presented to the Audit Committee, be included in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

Audit Committee of the Board of Directors

John Mutch — Chair

Michael D. Burger

Rômulo C. Pontual

Compensation Committee

The Compensation Committee assists the Board in discharging its responsibilities relating to the compensation of the chief executive officer and other executive officers (including “NEOs” as such term is defined below in the “Executive Compensation”). Among other things, the Compensation Committee:

•

reviews the corporate goals and objectives approved by the Board relevant to the compensation of our Chief Executive Officer and other executive officers, evaluates their performance in light of such goals and objectives and, based on its evaluations and appropriate recommendations, reviews and approves the compensation of our Chief Executive Officer and other executive officers, each on an annual basis;

•

monitors potential risks relating to the Company’s compensation policies and practices;

•

if and when applicable to the Company, reviews and discusses with management the Compensation Discussion and Analysis required by SEC rules, recommends to the Board whether the Compensation Discussion and Analysis should be included in the Company’s annual report and proxy statement and prepares the Compensation Committee Report required by SEC rules for inclusion in the Company’s annual report and proxy statement;

•

reviews periodically compensation for independent directors of the Company and recommends changes to the Board as appropriate;

•

reviews and approves compensation packages for new executive officers and severance packages for executive officers whose employment with the Company terminates;

•

reviews and makes recommendations to the Board with respect to the adoption or amendment of incentive and other stock-based compensation plans;

•

administers the Company’s stock incentive plans;

•

review and approves any policy regarding the Company’s recovery of incentive-based executive compensation and oversees the implementation and administration of such policy; and

•

assesses the independence of any outside compensation consultant of the Company.

The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. The Compensation Committee met eight (8) times during 2025.

Corporate Governance, Sustainability and Nominating Committee

The Corporate Governance, Sustainability and Nominating Committee assists the Board in identifying qualified individuals to become board and committee members, considers matters of corporate governance and assists the Board in evaluating the Board’s effectiveness. Among other things, the Corporate Governance, Sustainability and Nominating Committee:

•

develops and recommends to the Board criteria for board membership;

•

identifies, reviews the qualifications of and recruits candidates for election to the Board and to fill vacancies or new positions on the Board as directed by the Board;

•

reviews candidates recommended by the Company’s stockholders, if any, for election to the Board;

•

reviews annually our corporate governance principles and recommends changes to the Board as appropriate;

•

recommends to the Board changes to our Code of Conduct;

•

oversee the process for identifying, assessing, monitoring and managing sustainability initiatives and risks;

•

reviews and makes recommendations to the Board with respect to the Board’s and each committee’s size, structure, composition and functions;

•

assists the Board in developing and evaluating potential candidates for executive positions and in overseeing the development of executive succession plans; and

•

oversees the process for evaluating the Board and its committees.

The Corporate Governance, Sustainability and Nominating Committee will consider director candidates recommended by our stockholders. Stockholders recommending candidates for consideration by the Corporate Governance, Sustainability and Nominating Committee should send their recommendations to our Secretary at Universal Electronics Inc., 15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254. The recommendation must include the candidate’s name, biographical data and qualifications.

Any such recommendation should be accompanied by:

•

a written statement from the candidate of his or her consent to be named as a candidate and, if nominated and elected, willingness to serve as a director in accordance with our policies and bylaws;

•

a completed written questionnaire in form and substance to be provided by the Secretary of UEI, covering matters including the background and qualifications of the candidate to serve on the Board; and

•

a written representation and agreement in form and substance to be provided by the Secretary of UEI, regarding any agreement, arrangement or understanding to which the candidate is a party relating to any voting commitment or assurance made by the candidate, and certain other matters as more particularly described in our bylaws.

The Corporate Governance, Sustainability and Nominating Committee will evaluate director candidates recommended by stockholders, if any, based on the same criteria used to evaluate candidates from other sources. The Corporate Governance, Sustainability and Nominating Committee may employ professional search firms (for which we would pay a fee) to assist in identifying potential Board members with the desired skills and disciplines. The Corporate Governance, Sustainability and Nominating Committee met one (1) time during 2025.

Operational Review Committee

The Operational Review Committee provides strategic and tactical oversight, assistance and guidance to management. Among other things, the Operational Review Committee:

•

reviews the Company’s operational performance against the Board-approved operating plan;

•

reviews with management and, where appropriate, make recommendations to the Board of potential expense reduction initiatives and actions as well as expense management controls;

•

reviews with management the corporate policies that impact the Company’s operational performance, cost structure and operating expenses, and recommend any changes thereto to the Board;

•

works with management to help define the Company’s strategic operating objectives and operating plans in advance of review by the Board;

•

reviews the Company’s capital allocation strategies and, where appropriate, make recommendations to the Board of any potential changes to the Company’s capital allocation strategies; and

•

performs any other activities or responsibilities as may be delegated to the Operational Review Committee, from time to time, by the Board.

Board Composition and Diversity

The Company does not maintain a formal diversity policy for Board membership; however, the Board believes that the directors, considered as a group, should provide a mix of backgrounds, experience, knowledge, and abilities, and as such is committed to be comprised of a diverse selection of individuals who bring their personal and professional experiences to bear in order to create a constructive debate of competing views and opinions in the boardroom. The Board recognizes that it is through this diversity, not only in background and experience, which the Board defines broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoints, geographic locations, education, skills and expertise, professional and industry experience, and personal characteristics (including age, gender and race/ethnicity) that will help ensure that the Board best performs its oversight function and more completely represents the diversity of the Company’s stockholders, associates, customers, and the communities in which we operate.

Notwithstanding this belief, in carrying out its duties of reviewing the composition of our Board, the Corporate Governance, Sustainability and Nominating Committee has developed specific selection criteria that it employs to assist in identifying candidates for potential admission to the Board. These criteria include, among other things, candidates possessing:

•

the highest personal and professional ethics, character, integrity and values;

•

the appropriate characteristics, skills, and experience in the following areas, product development/technology, operations, video services, finance, and/or sales and marketing to make a significant contribution to the Board;

•

an inquisitive and objective perspective, practical wisdom and mature judgment; and

•

a commitment to represent the interests of all of our stockholders, employees, customers, and the communities within which we operate, and also demonstrate a commitment to long-term service on the Board.

In addition, each director is required to notify the Chair of the Corporate Governance, Sustainability and Nominating Committee upon a change in principal professional responsibilities. The Corporate Governance, Sustainability and Nominating Committee may consider such change of status in recommending to the Board whether the director should continue serving as a member of the Board. The Board encourages, and we will reimburse the costs associated with, directors participating in continuing director education. The Board believes that term limits may result in the loss of long-serving directors who over time have developed unique and valuable insights into our business and therefore can provide a significant contribution to the Board.

DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES

Non-Employee Director Compensation

We compete primarily with technology companies in attracting and retaining our non-employee directors. The advice of our non-employee directors has been instrumental in our success. As noted in the overview of director backgrounds above, our current directors have deep experience in technology industries, Silicon Valley innovations and global marketing, telecommunications and subscription services TV, electronic devices manufacturing and marketing, private equity investments in technology, and internet-based consumer services and products. And each time our non-employee directors have been up for re-election, our stockholders have recognized their value by overwhelmingly approving their re-election.

Consistent with this technology industry context, the Board has long held the belief that its compensation for serving as a member of the Board should be closely tied to the interests of our stockholders; thus a significant portion of the non-employee directors’ compensation is in equity. During 2024, the Compensation Committee completed a non-employee directors’ compensation study. It focused on the Company’s Peer Group consisting of companies in the Electronic Equipment and Instruments, Electronic Manufacturing Services, Electronic Components/Household Appliances, and Consumer Electronics industries (see “Executive Compensation—Peer Group” for details of the Peer Group). The Compensation Committee also considered recent developments in law, corporate governance, stockholder activism and pay practices regarding board compensation programs generally,

compensation trends and best practices, competitive pay levels, stockholder view of non-employee director compensation practices, effects of recent legal interpretations, and proxy disclosure. Based upon this study, no changes were made to cash compensation during 2024 or 2025. However, during 2024, the annual equity award was modified from an award of a fixed number of shares to an award with a grant date value equal to $125,000. In addition, the vesting of equity awards was changed from quarterly ratable vesting during each fiscal year to vesting in full upon the earlier of one year or the next year’s annual meeting of stockholders.

Based upon this study and the conclusions reached by the Compensation Committee, the non-employee directors’ annual compensation for 2025 was as follows:


Compensation Element	Annual Value	Frequency
Director Cash Retainer	$50,000	Equal quarterly installments
Lead Independent Director Cash Retainer	$20,000	Equal quarterly installments
Committee Membership Cash Retainer • Audit Committee • Compensation Committee • Corporate Governance, Sustainability and Nominating Committee • Operational Review Committee • Product Strategy and Innovations Committee membership	$10,000 $10,000 $5,000 $10,000 $10,000	Equal quarterly installments (with such fees for the Product Strategy and Innovations Committee paid through July 14, 2025)
Committee Chair Cash Retainer • Audit Committee • Compensation Committee • Corporate Governance, Sustainability and Nominating Committee • Product Strategy and Innovations Committee	$11,250 $10,000 $6,000 $10,000	Equal quarterly installments (with such fees for the Product Strategy and Innovations Committee paid through June 30, 2025)
Director Annual Equity Award (RSUs)	Number of shares equal to $125,000 on the date of grant	100% vesting upon the earlier of (i) one year following the date of grant and (ii) immediately prior to the Company’s next annual meeting of stockholders

Director Compensation Table During 2025


Name of Director	Fees Earned or Paid in Cash ⁽¹⁾ ($)	Stock Awards ⁽²⁾ ($)	Total Compensation ($)
Michael D. Burger⁽³⁾	44,528	145,837	190,365
Satjiv S. Chahil	70,000	125,003	195,003
Sue Ann R. Hamilton	75,000	125,003	200,003
William C. Mulligan	65,695	125,003	190,698
John Mutch⁽⁴⁾	51,265	151,741	203,006
Rômulo C. Pontual ⁽⁵⁾	74,250	125,003	199,253
Eric B. Singer⁽⁶⁾	87,333	125,003	212,336
Edward K. Zinser⁽⁷⁾	51,986	125,003	176,989

⁽¹⁾	This column represents the cash compensation earned in 2025 for Board and committee service. See the “Additional Information about Fees Earned or Paid in Cash During 2025” table below.

⁽²⁾	This column represents the grant date fair value of stock awards granted to Class II directors as part of their compensation.

For additional information regarding stock-based compensation and the assumptions used in calculating the grant date fair value, please refer to Note 15 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC. See “Additional Information about Director Equity Awards” for further information related to stock awards granted in 2025.

⁽³⁾	Mr. Burger was appointed to the Board and as a member of the Operational Review Committee, in each case effective May 2, 2025. Mr. Burger was appointed as a member of the Audit Committee effective July 14, 2025.

⁽⁴⁾

⁽⁵⁾	Mr. Pontual departed the Audit Committee on July 14, 2025, and was reappointed as member of the Audit Committee on August 11, 2025. Mr. Pontual will retire from the Board, and from all committees on which he serves, immediately prior to the 2026 Annual Meeting.

⁽⁶⁾

⁽⁷⁾	Mr. Zinser retired from the Board and all Board committee on which he served effective August 22, 2025. As such, the 18,437 restricted stock units granted to him on July 1, 2025 terminated unvested effective August 22, 2025.

All directors are reimbursed for travel expenses and other out-of-pocket costs incurred to attend meetings.

Additional Information about Fees Earned or Paid in Cash During 2025

The following table provides additional information about fees earned or paid in cash to non-employee directors during 2025:


Name of Director	Annual Retainers ($)	Committee Chair Fees ($)	Committee Membership Fees ($)	Total ($)
Michael D. Burger⁽¹⁾	33,194	—	11,334	44,528
Satjiv S. Chahil	50,000	—	20,000	70,000
Sue Ann R. Hamilton	50,000	10,000	15,000	75,000
William C. Mulligan⁽²⁾	56,667	2,000	7,028	65,695
John Mutch⁽³⁾	35,556	4,375	11,334	51,265
Rômulo C. Pontual⁽⁴⁾	50,000	5,000	19,250	74,250
Eric B. Singer⁽⁵⁾	63,333	4,000	20,000	87,333
Edward K. Zinser⁽⁶⁾	32,222	6,875	12,889	51,986

⁽¹⁾

Mr. Burger was appointed to the Board and as a member of the Operational Review Committee, in each case effective May 2, 2025 and as such, his Board retainer and committee membership fee were each prorated from that date through June 30, 2025 and then paid in full through December 31, 2025. Mr. Burger was appointed as a member of the Audit Committee effective July 14, 2025 and as such, his membership fee was prorated from that date through September 30, 2025 and then paid in full through December 31, 2025.

⁽²⁾	Mr. Mulligan earned compensation as the Lead Independent Director through May 1, 2025.

⁽³⁾

Mr. Mutch was appointed to the Board effective April 15, 2025 and as such, his Board retainer was prorated from that date through June 30, 2025 and then paid in full through December 31, 2025. Mr. Mutch was appointed as a member of the Operational Review Committee effective May 1, 2025 and as such, his committee membership fee was prorated from that date through June 30, 2025 and then paid in full through December 31, 2025. Mr. Mutch was appointed as a member of the Audit Committee effective July 14, 2025 and as Chair of the Audit Committee effective August 11, 2025 and as such, his committee membership fee and committee chairman fee, as applicable, was prorated from the respective date through September 30, 2025 and then paid in full through December 31, 2025.

⁽⁴⁾

Mr. Pontual departed the Audit Committee on July 14, 2025, and was reappointed as member of the Audit Committee on August 11, 2025, and as such, his committee membership fee was prorated from July 1, 2025 through July 14, 2025 and from August 11, 2025 through September 30, 2025 and then paid in full through December 31, 2025.

⁽⁵⁾

Mr. Singer was appointed as Chairman of the Board, Chair of the Corporate Governance, Sustainability and Nominating Committee and a member of the Operational Review Committee, in each case effective May 1, 2025 and as such, his Board Chair retainer and committee chair and membership fees, as applicable were each prorated from that date through June 30, 2025 and then paid in full through December 31, 2025.

⁽⁶⁾	Mr. Zinser retired from the Board and all Board committees on which he served effective August 22, 2025.

Additional Information about Director Equity Awards

The following table provides additional information about equity awards made to non-employee directors during 2025 and outstanding awards at the end of the year:


Name of Director	Restricted Stock Unit Awards Granted During 2025 (#)	Grant Date Fair Value of Stock Awards Granted During 2025 ⁽¹⁾ ($)	Stock Awards Outstanding at Year End (#)	Option Awards Outstanding at Year End (#)
Michael D. Burger	18,437	145,837	18,437	—
Satjiv S. Chahil	18,437	125,003	18,437	—
Sue Ann R. Hamilton ⁽²⁾	18,437	125,003	18,437	20,000
William C. Mulligan	18,437	125,003	18,437	—
John Mutch	18,437	151,741	18,437	—
Rômulo C. Pontual ⁽³⁾	18,437	125,003	18,437	20,000
Eric B. Singer	18,437	125,003	18,437	—
Edward K. Zinser⁽⁴⁾	18,437	125,003	—	—

⁽¹⁾

Represents the grant date fair value of stock awards granted during 2025. This number is calculated, with respect to restricted stock units, by multiplying the fair market value of our common stock on the date of grant by the number of shares awarded. For additional information regarding the assumptions used in calculating the grant date fair value, please refer to Note 15 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.

⁽²⁾	Comprised of options to purchase 20,000 shares of common stock granted on November 1, 2019 (upon her appointment to the Board) that vested ratably over a three-year period and will expire on November 1, 2029.

⁽³⁾	Comprised of options to purchase 20,000 shares of common stock granted on July 27, 2022 (upon his appointment to the Board) that vests ratably over a three-year period and will expire on July 27, 2032.

⁽⁴⁾	Mr. Zinser retired from the Board effective August 22, 2025. As such, the 18,437 restricted stock units granted to him on July 1, 2025 terminated unvested effective August 22, 2025.

Director Stock Ownership Guidelines

In March 2026, the Board adopted updated stock ownership guidelines applicable to the Company’s directors.

The Company’s stock ownership guidelines provide that each of our directors are expected to own at least $250,000 worth of our common stock, with directors having five years from the later of (i) the date they join the Board or (ii) the date such guidelines were adopted by the Board to meet the guidelines. These guidelines are designed to align the directors’ long-term financial interests with those of our stockholders. Each of the directors have until March 2031 to comply with the guidelines. As of December 31, 2025, of the three directors currently on the Board who have served in such role for at least five years, Mr. Chahil and Mr. Mulligan held at least $250,000 worth of our common stock when taking into account their respective shares held in trust, while Ms. Hamilton did not own at least $250,000 worth of our common stock, primarily due to the recent decline in our share price. Mr. Singer, Mr. Burger, Mr. Mutch and Mr. Pontual each have served as directors for less than five years.

For the purposes of meeting this minimum stock ownership requirement, each time-based restricted stock unit (vested or unvested) is considered as a share of common stock. Outstanding stock options (vested and unvested) and unvested performance-based restricted stock units are not considered towards meeting this requirement.

Anti-Pledging and Hedging Policies

The Company has an anti-pledging policy prohibiting all directors and executive officers of the Company from pledging any such stock as collateral for any loan or holding Company stock in an account that has margin debt. Hedging the Company’s stock is generally permitted within prescribed trading windows and otherwise in accordance with the Company’s insider trading policy.

Non-Director Executive Officers

The following sets forth certain information regarding each of the executive officers of the Company. Ages listed are as of the Record Date:

RICHARD K. CARNIFAX, 39, has served as our Interim Chief Executive Officer since July 2025 and Chief Operating Officer since February 2023. He joined us in May 2020 as Vice President, Global Supply Chain and in July 2022, he was promoted to Vice President, Operations. Prior to joining us, from March 2019 until May 2020, Mr. Carnifax was the Chief Operating Officer at Cast Nylons, a privately held manufacturer and distributor of cast nylon stock shapes and custom cast parts, and was Vice President, Operations at Cast Nylons from November 2017 until March 2019. From November 2015 until September 2017, he held various operational roles at Air Enterprises, a privately held manufacturer of specialty air handling equipment. Prior to joining Air Enterprises, Mr. Carnifax spent four years scheduling and planning materials for Howden, a provider of high-quality air and gas handling products and services to the power, oil and gas, mining and petrochemical industries. Mr. Carnifax holds a Bachelor of Arts in Political Science and a Master of Arts in International Relations/Business from the University of Akron.

WADE M. JENKE, 42, has served our Chief Financial Officer since December 2025. As Chief Financial Officer, Mr. Jenke is responsible for UEI’s financial, accounting, treasury, and investor relations functions, and implements financial strategies that support UEI’s growth and profitability initiatives. Prior to joining us, Mr. Jenke served as the Chief Financial Officer of Amtech Systems, Inc., a Nasdaq-listed public company (Nasdaq: ASYS) that manufactures and provides advanced thermal processing equipment, services, and supplies for the semiconductor industry, from August 2024 to December 2025. Prior to joining Amtech, he served as Chief Financial Officer of EMS Group, a business unit of ASSA ABLOY Opening Solutions, an access solutions company, from January 2018 to July 2024. From September 2016 to December 2018, Mr. Jenke served as Vice President of Finance and Director of Accounting at HES Inc., a provider of electromechanical locking solutions. From June 2012 to August 2016, he served as HES Inc.’s Senior Manager of Finance and Cost Analysis. Mr. Jenke received his Bachelor of Science and Master of Business Administration from Arizona State University, is a Certified Public Accountant in the State of Arizona, has a Project Management Professional certification, and is a Six Sigma Black Belt.

RAMZI S. AMMARI, 60, has served as our Senior Vice President, Corporate Planning and Strategy since 2015. He joined us in June 1997 as a Project Manager and served as our Director of Corporate Planning and Development from 1998 until 2001, as our Sr. Director, Product Management and Marketing from 2001 until 2003, as our VP, Product Development from 2003 until 2010, as our SVP, Global Product Planning from 2010 until 2013 and as our SVP, Product Planning and Strategy from 2013 until 2015. He has global responsibility for the Company’s technology innovation roadmap; driving new product initiatives; directing and implementing strategic partnerships, joint ventures and acquisitions; and recommending new avenues for business creation. Prior to joining us, Mr. Ammari worked at Mitsubishi Consumer Electronics of America for four years as Business Planning Manager where he was responsible for introducing the first flat-screen plasma display panel television for the North America market. He received his Bachelor of Science, Engineering degree and a Master of Business Administration from University of California, Irvine.

Proposal 2—Approval and Adoption of an Amendment to the Certificate of Incorporation to Declassify the Company’s Board of Directors

Background

The Certificate of Incorporation currently divides the Board into two classes, designated as Class I and Class II. Class I consists only of directors who are also employees of the Company and serve for one-year terms. Class II consists only of directors who are not employees of the Company and serve for two-year terms. At the 2026 Annual Meeting, we are asking stockholders to approve and adopt a proposal to amend the Certificate of Incorporation to declassify the Board (the “Charter Amendment”).

If stockholders approve and adopt the Charter Amendment, it will become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company intends to file shortly after the 2026 Annual Meeting. The Charter Amendment proposal is not contingent upon the approval of any other proposal submitted at the 2026 Annual Meeting.

The description of the Charter Amendment is qualified in its entirety by reference to the text of the proposed revisions, which is set forth in Appendix A of this Proxy Statement.

Reasons for Charter Amendment

The Corporate Governance, Sustainability and Nominating Committee and the Board periodically considers the Company’s corporate governance practices and structures. As such, our Corporate Governance, Sustainability and Nominating Committee and the Board have, from time to time, reviewed our classified board structure.

After careful consideration, the Board determined by unanimous written consent on March 26, 2026, subject to stockholder approval, that it was in the best interests of the Company and its stockholders to declassify the Board effective at the 2026 Annual Meeting and approved the Charter Amendment.

In making this decision, the Board considered that many public companies have taken action to declassify their boards of directors. The Board further weighed the merits of both a classified board and an annually-elected board. In conducting its evaluation, the Board considered the advantages of a classified board structure, such as promoting board stability and continuity, providing a greater opportunity to protect the interests of stockholders in the event of an unsolicited takeover offer or proxy contest and reinforcing a commitment to long-term perspectives and value creation for our stockholders. The Board also considered, however, the corporate governance trend towards annual elections of directors, as this may increase directors’ accountability to stockholders because such a structure does enable a stockholders to express a view on each director’s performance by means of an annual vote. Moreover, many institutional investors believe that the election of directors is the primary means for stockholders to influence corporate governance policies and to hold management accountable for implementing those policies.

Effect of Charter Amendment

If the Charter Amendment is approved and adopted by our stockholders, the Certificate of Incorporation will be amended as set forth on Appendix A to this Proxy Statement.

Specifically, if the Charter Amendment is approved and adopted, all of our directors would thereby be elected to serve one-year terms beginning with our 2027 annual meeting of stockholders, and any successor who is nominated by the Board to serve as director, and any other individual(s) nominated by the Board to serve as a director would stand for election to serve a one-year term. In all cases, each director shall hold office until such director’s successor is duly elected and qualified or until such director’s earlier resignation, removal, death or incapacity. Any director elected to fill a vacancy of the Board will be elected to serve until the next annual meeting of stockholders.

If the Charter Amendment is approved and adopted, all directors shall have terms expiring at the next annual meeting of stockholders, including Class II directors elected at the 2026 Annual Meeting. As a result, assuming the Charter Amendment proposal is approved by the requisite stockholders and the Charter Amendment is filed with the Secretary of State of the State of Delaware, the Board will be completely declassified and all directors will be elected annually beginning with the 2027 annual meeting of stockholders.

Impact if Charter Amendment is Not Adopted

If the Charter Amendment is not approved and adopted by our stockholders, our Certificate of Incorporation will not be amended as set forth above and the Board will continue to be classified into two classes, designated as Class I and Class II.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.

Proposal 3 – Adoption and Approval of the Amended and Restated 2018 Equity and Incentive Compensation Plan

Background

At the 2026 Annual Meeting, we are asking stockholders to approve the adoption of the amendment and restatement of the Company’s Amended and Restated 2018 Equity and Incentive Compensation Plan (the “2018 Plan”) (such plan after the amendment and restatement contemplated by this Proxy Statement will continue to be called the “Amended and Restated 2018 Equity and Incentive Compensation Plan” and, as amended is referred to in this proposal as the “Restated Plan”). The purpose of amending and restating the 2018 Plan is (a) to increase the number of shares of common stock available for issuance under the 2018 Plan by 375,000 shares, (b) to extend the term of the 2018 Plan, and (c) to incorporate other amendments to the 2018 Plan consistent with current compensation and governance best practices.

At the 2018 annual meeting of stockholders held on June 4, 2018, the stockholders adopted and approved the 2018 Plan, and at the 2021 annual meeting of stockholders held on June 8, 2021, the stockholders adopted and approved an amendment to the 2018 Plan. At the 2024 annual meeting of stockholders held on June 11, 2024, the stockholders adopted and approved an amendment and restatement of the 2018 Plan. On March 26, 2026, acting on the recommendation of the Compensation Committee, the Board unanimously adopted and approved, subject to approval by the stockholders, a further amendment and restatement of the 2018 Plan, to permit the Company to continue to use stock-based compensation to align stockholder and participant interests to the Company.

The Restated Plan allows grants of stock options (including stock options intended to qualify as incentive stock options (“incentive stock options”) under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and stock options not intended to qualify as incentive stock options (“nonqualified stock options” and together, “options”)), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), other stock-based awards and cash-based awards (collectively, “awards”), any of which may be performance-based (performance-based restricted stock units are referred to herein as “PSUs”).

Summary of Material Changes from the 2018 Plan

The Restated Plan includes the following amendments which reflect our commitment to effective management of incentive compensation and are described more fully under the heading “Summary of the Restated Plan”:

•

Share Limits – An increase in the number of shares of common stock reserved and available for issuance in connection with awards under the Restated Plan by 375,000 shares, which would result in a new aggregate share reserve under the Restated Plan of 3,475,000 shares. The same limit also applies to the maximum number of shares of common stock actually issued upon the exercise of incentive stock options granted under the Restated Plan.

•

Assumed Awards – A provision that the number of shares of common stock issued in connection with an asset acquisition, stock acquisition, merger, consolidation, or similar transaction involving the Company, pursuant to awards issued under the Restated Plan upon assumption, substitution, or replacement of options, SARs, RSUs/PSUs, or similar awards granted by another entity, will not be counted against the aggregate number of shares of common stock available for issuance in connection with awards under the Restated Plan.

•

Other Plans and Programs – An express right to grant awards under other plans or programs that may be settled in shares issued under the 2018 Plan, with such shares reducing the available share reserve under the 2018 Plan.

•

Limits on Non-Employee Director Compensation – An annual limit on non-employee director compensation (cash and equity) of $500,000 per year.

•

Term – An extension of the term of the 2018 Plan to ten years from the date on which the amendment and restatement of the 2018 Plan is approved by our stockholders.

•

Part-Time Vesting Adjustment – A default rule that vesting of an award will be adjusted pro rata for any approved reduction in work hours (other than due to an approved leave of absence), unless a different treatment is approved by the Compensation Committee.

•

Change in Control – Clarification that transactions whose sole purpose is to change the state of incorporation or create a holding company, as well as public offerings and bona fide equity financing transactions will not constitute a “change in control” under the 2018 Plan.

•

Directors Fees – An express authorization of the Board, in its sole discretion, to permit each non-employee director to elect to receive his or her annual cash retainer and/or meeting fees from the Company in the form of awards under the 2018 Plan.

•

Deferral of Awards – An express authorization of the Compensation Committee to permit or require participants to defer SAR or RSU/PSU settlement into deferred compensation accounts, convert shares into RSUs, or credit deferred compensation accounts, subject to compliance with Section 409A of the Code.

•

Dividend and Dividend Equivalents – Clarification that restricted stock and RSUs/PSUs, may at the Compensation Committee’s discretion, carry a right to dividends or dividend equivalents, respectively, provided that any such amounts shall not be distributed prior to vesting of the restricted stock or settlement of the RSUs/PSUs to which the dividend or dividend equivalents pertain.

•

Tax Withholding – Permits the Company to withhold shares of common stock with a fair market value not greater than the maximum required statutory withholding liability (as compared to the minimum required statutory withholding liability under the 2018 Plan) to satisfy all obligations for the payment of withholding taxes in connection with the award.

•

Other Changes – The Restated Plan also contains certain other conforming, clarifying or immaterial changes to the terms of the 2018 Plan.

Why You Should Vote For the Restated Plan

The Board recommends that the Company’s stockholders approve the Restated Plan because the ability to grant equity-based awards is crucial to effectively competing for, retaining and motivating key talent. By providing participants with a stake in the Company’s success through stock ownership and other equity incentives, the Restated Plan aligns participant and stockholder interests, improves financial performance and strengthens the Company’s ability to attract, motivate and retain employees, officers, non-employee directors, consultants and advisors.

Without the additional 375,000 shares, the Board believes that the current share pool (137,964 shares available for grant as of March 17, 2026) would be exhausted prior to December 31, 2026. The Board also believes that, absent merger and acquisition activity, the required hiring of a senior officer or other extraordinary events, the additional shares should be sufficient for the Company to offer equity awards in line with our historical grant practices for approximately one year.

Promotion of Good Corporate Governance Practices

The Board believes the use of stock-based incentive awards promotes best practices in corporate governance by maximizing stockholder value. Specific features of the Restated Plan that are consistent with good corporate governance practices include, but are not limited to:

•

No liberal share recycling – shares used to pay exercise prices or withholding taxes will not be returned to the Restated Plan.

•

Minimum one-year vesting requirement on awards, subject to limited exceptions.

•

Annual limit of $500,000 on non-employee director compensation (cash and equity combined).

•

No below-market option or SAR grants (exercise or strike price must be at least fair market value on the grant date, except for substitute awards).

•

No reducing the exercise price (“repricing”) of option or SAR grants without stockholder approval.

•

No liberal change in control definition.

•

Awards generally are not transferable, except by will, the laws of descent and distribution, or to permitted family transferees with Compensation Committee approval.

•

Recoupment and forfeiture of awards pursuant to the Company’s Compensation Recoupment Policy and in the e, provisions for detrimental activity, and awards are subject to the Company’s Compensation Recoupment Policy.

•

Dividends and dividend equivalents on unvested awards are deferred until, and paid only to the extent, such awards vest.

Key Data

The following table includes information regarding (a) all of the Company’s outstanding equity awards (consisting only of options, RSUs and PSUs) and (ii) shares available for future awards under the 2018 Plan, each as of March 17, 2026 (and without giving effect to the additional 375,000 shares requested in connection with the approval of the Restated Plan):


Total shares underlying all outstanding options		734,030
Weighted average exercise price of outstanding options	$	23.83
Weighted average remaining contractual life of outstanding options		5.55 years
Total shares underlying all outstanding and unvested RSU awards		465,051
Total shares underlying all outstanding and unvested PSU awards		744,082
Adjusted shares available for future awards that may be issued under the 2018 Plan⁽¹⁾		137,964

⁽¹⁾

On March 26, 2026, the Compensation Committee approved annual non-employee director RSU awards with an aggregate value of $625,000 on the grant date to our non-employee directors, which are expected to be granted shortly following the 2026 Annual Meeting. Subject to stockholder approval of the Restated Plan, the Compensation Committee also expects to grant Mr. Jenke an award of 100,000 PSUs that will vest upon both the attainment of a 45-day VWAP of the common stock at $10.00 per share and certain continuous service requirements. The 137,964 shares available for future awards that may be issued under the 2018 Plan as of March 17, 2026 has not been reduced to reflect these future grants.

Overhang. The total shares of common stock subject to outstanding awards as of March 17, 2026 (1,943,163 shares), plus the shares of common stock currently available for issuance under the 2018 Plan (137,964 shares), represent a total current overhang of 2,081,127 shares (16.5%), and together with the additional 375,000 shares requested under the Restated Plan, would represent a total overhang percentage of approximately [___]% (in other words, the maximum potential straight dilution of our stockholders represented by of the Restated Plan).

Burn Rate. In 2025, 2024 and 2023, we granted awards under the 2018 Plan covering 1,391,668, 506,917 and 575,580 shares of common stock, respectively. Based on our basic weighted average shares of common stock outstanding for those three years of 13,172,000, 12,959,000, and 12,855,000, respectively, for the three-year period 2023–2025, our average yearly burn rate under the 2018 Plan, not taking into account forfeitures, was 6.3% (our individual years’ burn rates were 10.6% for 2025, 3.9% for 2024 and 4.5% for 2023).

Market Value. Based on the closing price of a share of the Company’s common stock on March 17, 2026 of $4.23, the aggregate market value as of March 17, 2026 of the new 375,000 shares of common stock requested under the Restated Plan was $1,586,250.

Plan Summary

The following summary of the material terms of the Restated Plan is qualified in its entirety by reference to the complete statement of the Restated Plan, which is set forth in Appendix B of this Proxy Statement. The Restated Plan will become effective upon approval by the Company’s stockholders.

Purpose. The purpose of the Restated Plan is to provide a means through which the Company may attract and retain key personnel and to provide a means whereby non-employee directors, officers, employees, consultants and advisors of the Company and its subsidiaries (the “Company Group”) can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of the shares of common stock.

Eligibility. Non-employee directors, executive and non-executive officers, employees, consultants and advisors of the Company Group will be eligible for awards; provided, that, incentive stock options may be granted only to employees. A written agreement between the Company and each participant will evidence the terms of each award granted under the Restated Plan. As of March 17, 2026, there were seven non-employee directors, three executive officers, 170 other employees, no consultants and no other advisors eligible to receive awards.

Number of Shares Authorized; Limitations. The aggregate number of shares of common stock that may be issued as awards under the Restated Plan is 3,100,000 shares, plus the number of shares underlying any award granted under any of the Prior Plans that expires, terminates or is canceled or forfeited for any reason or settled in cash, plus the 375,000 additional shares approved by the Board subject to and effective upon stockholder approval pursuant to this proposal. The “Prior Plans” include the Universal Electronics Inc. 2014 Stock Incentive Plan, the Universal Electronics Inc. 2010 Stock Incentive Plan, the Universal Electronics Inc. 2006 Stock Incentive Plan, the Universal Electronics Inc. 2003 Stock Incentive Plan, and the Universal Electronics Inc. 1999A Nonqualified Stock Plan (collectively, the “Prior Plans”).

Shares used to pay the required exercise price, or shares not issued in connection with settlement of an option or SAR, shares that are reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of an option, and shares that are used or withheld to satisfy tax obligations of the participant will not be available again for other awards under the Restated Plan. If any award granted under the Restated Plan expires unexercised, is canceled, forfeited, settled in cash or unearned, shares of common stock subject to such award will again be made available for future grants. If a participant elects to give up the right to receive compensation in exchange for shares of common stock based on fair market value, such shares of common stock will be available again for awards under the Restated Plan.

Non-Employee Director Compensation Limit. The maximum number of shares subject to awards granted under the Restated Plan during any one calendar year to any non-employee director, taken together with any cash fees paid by the Company to such non-employee director during such calendar year for service on the Board (other than the calendar year in which a non-employee director commences service on the Board), will not exceed $500,000 in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes).

Minimum Vesting Requirement. In general, awards granted under the Restated Plan (other than cash-based awards) will vest no earlier than the first anniversary of the applicable date of grant; provided, that the following awards shall not be subject to such minimum vesting requirement: any (a) awards granted in connection with awards that are assumed, converted or substituted as provided under the Restated Plan, (b) shares of common stock delivered in lieu of fully vested cash obligations, (c) awards to non-employee directors that vest on the earlier of the one-year anniversary of the applicable date of grant and the next annual meeting of the stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting of the stockholders, (d) additional awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance. This minimum vesting provision shall not preclude the Compensation Committee from (x) providing for continued vesting or accelerated vesting for any award upon certain events, including, without limitation, in connection with or following a participant’s death, disability, or a change in control, or (y) exercising its authority to amend any terms of, or alter, suspend, discontinue, cancel or terminate any award as provided in the Restated Plan. Following the grant date of an award, the Compensation Committee shall not accelerate the vesting or exercisability of all or any portion of an award, unless (i) in connection with a change in control or a participant’s death or disability, (ii) explicitly provided under the terms of an award agreement, or (iii) explicitly provided under the terms of an employment or service agreement with a participant.

Administration. The Plan shall be administered by our Board or by a committee acting appointed by the Board, including our Compensation Committee. Among other responsibilities, the Compensation Committee will select participants and determine the type of awards to be granted to participants, the number of shares of common stock to be covered by awards and the terms and conditions of awards, interpret the Restated Plan and awards granted thereunder, establish, amend, suspend or waive rules and may accelerate the vesting or exercisability of, or the lapse of restrictions on, awards, and make any other determination and take any other action that it deems necessary or desirable to administer the Restated Plan. Our Board or the Compensation Committee may authorize one or more of our officers to designate employees (other than Section 16 officers) to receive awards under the Restated Plan and determine the size of any such awards.

Amendment or Termination. The Restated Plan will expire and terminate ten (10) years following approval of the Restated Plan by our stockholders pursuant to this proposal, or earlier termination by the Board; provided, however, that such expiration shall not affect awards then outstanding, and the terms and conditions of the Restated Plan shall continue to apply to all such awards. The Board may amend or terminate the Restated Plan at any time; provided, that, no such amendment or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Restated Plan and that any such amendment or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award granted will not to that extent be effective without the consent of the affected participant, holder or beneficiary.

Options. The Compensation Committee may, in its discretion, grant incentive stock options and nonqualified stock options to participants. Non-employee directors, officers, employees, consultants and advisors may be granted nonqualified stock options, but only employees may be granted incentive stock options. The number of shares which may be issued under the Restated Plan pursuant to the exercise of tax-qualified incentive stock options may not exceed 3,750,000. Subject to certain limited exceptions, the exercise price of an incentive or nonqualified stock option shall be at least 100% of the fair market value of the common stock subject to the option on the date the option is granted. Options may not be exercisable for more than ten years from the date they are granted. Options may not provide for any dividends or dividend equivalents thereon. Acceptable consideration for the purchase of common stock issued upon the exercise of an option and the payment of any taxes due upon any such exercise will include cash, check, cash equivalents and/or shares of common stock (or attestation thereof), and the Compensation Committee may permit other forms of consideration, including (1) a broker-assisted cashless exercise or (2) a reduction of the number of shares deliverable upon exercise. Any fractional amounts will be settled in cash.

SARs. The Compensation Committee may, in its discretion, grant SARs to participants. Generally, SARs permit a participant to exercise the right and receive a payment equal to the value of the common stock’s appreciation over a period of time in excess of the fair market value of a share of common stock on the date of grant of the SAR. The Company will pay such amount in cash, in shares of common stock valued at fair market value at the time of such payment, or any combination, as determined by the Compensation Committee. SARs may be granted alone or in tandem with options and may be settled in cash, stock or a combination thereof. If a SAR is granted in tandem with an option, the SAR will become exercisable and will expire according to the same vesting schedule and expiration provisions as such option. A SAR granted independent of an option will become exercisable and will expire in such manner and on such date(s) as determined by the Compensation Committee, not to exceed ten years. SARs may not provide for any dividends or dividend equivalents thereon.

Restricted Stock. The Compensation Committee may, in its discretion, grant restricted stock to participants. The grant of restricted stock involves the immediate transfer by us to a participant of ownership of a specific number of shares of common stock in consideration of the performance of services. The participant is entitled immediately to voting, dividend and other ownership rights in such shares. Restricted stock that vests upon the passage of time will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code. Each such grant or sale of restricted stock will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the restricted stock will be prohibited or restricted in the manner and to the extent prescribed by our Board at the date of grant. Our Board may provide for a shorter period during which the forfeiture provisions are to apply in the event of the retirement, death or disability of the grantee, or a change of control. Grants of restricted stock will be evidenced by an award agreement containing such terms and provisions, consistent with the Restated Plan, as our Board may approve. Restricted stock, may at the Compensation Committee’s discretion, carry a right to dividends, provided that any such amounts shall not be distributed prior to vesting of the restricted stock to which the dividend pertains. If a restricted stock award is forfeited, the participant will have no right to such dividends.

RSUs and PSUs. The Compensation Committee may, in its discretion, grant restricted stock, RSUs and/or PSUs to participants. The Compensation Committee will determine, in its sole discretion, the terms of each RSU/PSU award. contingent upon the release of the restrictions applicable to such award.

A grant of RSUs (including PSUs) constitutes an agreement by us to deliver shares of common stock or cash to the participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions during the restriction period as our Compensation Committee may specify. During the applicable restriction period, the participant will have no rights of ownership in the shares of common stock deliverable upon payment of the RSUs and will have no right to vote the shares of common stock. Our Board may, at the date of grant, authorize the payment of dividend equivalents on RSUs on either a current, deferred or contingent basis, either in cash or in additional shares of common stock. RSUs, may at the Compensation Committee’s discretion, carry a right to dividend equivalents, provided that any such amounts shall not be distributed prior to vesting of the RSUs to which the dividend equivalent pertains. If a RSU is forfeited, the participant will have no right to such dividend equivalents. Unless otherwise provided by the Compensation Committee in an award agreement or otherwise, RSUs will generally be settled in shares of common stock. However, the Compensation Committee will have discretion to pay RSUs, upon settlement, in cash, shares of common stock or a combination thereof. The Compensation Committee may also elect to defer the delivery of such shares of common stock or cash or combination of the two.

Other Stock-Based and Cash-Based Awards. The Compensation Committee may grant other awards denominated in or payable in common stock or cash, either alone or in tandem with other awards, on such terms as the Compensation Committee determines. Dividend equivalents on stock-based awards will be deferred and paid only upon vesting. Cash-based awards may not provide for dividends or dividend equivalents.

Adjustments in Capitalization. In the event of a subdivision of our outstanding stock, a declaration of a dividend payable in shares, a declaration of a dividend payable in a form other than shares in an amount that has a material effect on the price of our common stock, a combination or consolidation of the outstanding common stock (by reclassification or otherwise) into a lesser number of shares, a recapitalization, a spin-off or a similar occurrence that affects our common stock, or unusual or nonrecurring events (including, without limitation, a change in control) the Compensation Committee will make equitable adjustments to the number of shares available under the Restated Plan, the number of shares subject to outstanding awards, exercise or strike prices, and any applicable performance measures.

Change in Control. Unless otherwise provided in an award agreement, upon a change in control: (a) all options and SARs will become immediately exercisable; (b) all restricted stock, RSUs, other stock-based and cash-based awards will become fully vested; (c) any performance criteria applicable to awards, including PSUs, will be deemed satisfied at actual performance for stock price goals and at target for all other performance goals; and (d) deferred awards will be settled as soon as practicable, subject to compliance with Section 409A of the Code.

Section 409A. The Restated Plan and awards granted thereunder are intended to comply with or be exempt from Section 409A of the Code. Neither the Company, its affiliates, the Board, the Compensation Committee nor any other party guarantees such compliance or exemption, and no such party will have any liability to a participant for any failure to so comply or be exempt.

Transferability. Awards are generally nontransferable except by will or the laws of descent and distribution. The Compensation Committee may permit transfers of awards (other than incentive stock options), without consideration, to family members, family trusts, family partnerships or limited liability companies, or other transferees approved by the Board or the Compensation Committee. Designation of a beneficiary is not considered a transfer.

Withholding. The Company Group may withhold from any cash, shares or other amounts deliverable under an award, or from other compensation owed to a participant, the amount necessary to satisfy the maximum applicable tax withholding obligations. The Compensation Committee may permit a participant to satisfy withholding obligations by delivering shares of common stock or having the Company withhold shares otherwise issuable upon exercise or settlement, up to an amount not exceeding the maximum required statutory withholding liability.

Recoupment. Awards are subject to the Company’s Compensation Recoupment Policy and any other applicable clawback requirements.

Detrimental Activity. If a participant engages in “detrimental activity” (generally defined under t the Restated Plan as unauthorized disclosure of confidential information, conduct constituting cause for termination, or breach of a restrictive covenant), the Compensation Committee may cancel outstanding awards or require forfeiture and repayment of gains.

No Right to Continued Employment. The Restated Plan does not confer upon any participant any right to continued employment or service with the Company or any subsidiary or affiliate.

Government and Other Regulations. The Company’s obligation to settle awards is subject to all applicable laws, rules and regulations, and to any required governmental approvals.

Payment of Director Fees in Securities. The Board, in its discretion, may permit each non-employee director to elect to receive his or her annual cash retainer payments and/or meeting fees from the Company in the awards under the Restated Plan, as determined by the Boards.

Performance-Based Awards. The number of shares or other benefits granted, issued, retained, and/or vested under an award may be made subject to the attainment of performance goals. The Compensation Committee may utilize any performance criteria selected by it in its sole discretion to establish performance goals.

Federal Income Tax Treatment

The following is a general summary of certain U.S. federal income tax consequences of awards under the Restated Plan. This summary is limited to federal income taxes (it does not address Medicare, Social Security, state, local or foreign taxes) and applies only to U.S. citizens and residents. This summary is general in nature and is not tax advice. Participants are advised to consult their own tax advisors regarding the tax consequences of awards under the Restated Plan.

Tax Consequences to Participants

Non-Qualified Stock Options. In general: (a) no income will be recognized by an optionee at the time a non-qualified stock option is granted; (b) at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and (c) at the time of sale of the shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

Incentive Stock Options. No income generally will be recognized by an optionee upon the grant or exercise of an incentive stock option. The exercise of an incentive stock option, however, may result in alternative minimum tax liability. If shares of common stock are issued to the optionee pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.

If shares of common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the option price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

SARs. No income will be recognized by a participant in connection with the grant of a tandem SAR or a free-standing SAR. When the SAR is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of common stock received on the exercise.

Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the participant for such restricted stock) at such time as the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (“Restrictions”). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that is subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the participant.

RSUs and PSUs. No income generally will be recognized upon the award of RSUs and/or PSUs. The recipient of an RSU or PSU award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted shares of common stock on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such RSUs), and the capital gains/loss holding period for such shares will also commence on such date.

Performance Shares and Performance Units. No income generally will be recognized upon the grant of performance shares or performance units. Upon payment of performance shares or performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted shares of common stock received.

Tax Consequences to the Company or Subsidiary

To the extent that a participant recognizes ordinary income in the circumstances described above, we or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code.

Section 162(m) of the Code generally disallows a deduction for federal income tax purposes to any publicly-traded corporation for any remuneration in excess of $1 million paid in any taxable year to its Chief Executive Officer (“CEO”) and each of the three non-CEO most highly-compensated executive officers (other than, prior to 2018, its chief financial officer (“CFO”)) (the “Covered Employees”). However, compensation which qualifies as “performance-based” is excluded from the $1 million limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals under a plan approved by the corporation’s shareholders, although this exception is severely limited beginning in 2018, as described below. The 2010 Equity and Performance Incentive Plan included provision for certain long-term incentive awards designed to meet the definition of performance-based compensation under Section 162(m) which, if otherwise eligible, could qualify for the performance-based exception to the $1 million deduction limit. However, to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals in the best interest of the Company, we did not previously limit executive compensation to amounts deductible under Section 162(m) if the Compensation Committee determined that doing so is in the best interests of the Company.

New Plan Benefits

Other than as described under the Key Data subsection of this proposal with respect to the 2026 annual awards to our non-employee directors and the award of PSUs to Mr. Jenke, and as set forth in the in the Existing Plan Benefits table below, the benefits that will be awarded or paid under the Restated Plan are not currently determinable. Such awards are within the discretion of the Compensation Committee, and the Compensation Committee has not determined future awards or who might receive them. Based upon past grants under the Company’s previous plans, including the 2018 Plan, it is the Company’s expectation that the Restated Plan should be sufficient to cover benefits awarded or paid to participants for the next year. Information about awards granted in prior fiscal years under the Company’s previous plans to the Company’s named executive officers may be found in the “Executive Compensation” section of this Proxy Statement and in the Existing Plan Benefits table below.

Existing Plan Benefits

As of March 17, 2026, the following aggregate numbers of option, RSU and PSU grants (not taking into account forfeitures) have been made under the 2018 Plan to the persons and categories of persons identified below:


Name and Position	Number of Shares Subject to Stock Options Granted (#)		Number of RSUs Granted (#)		Number of Performance- Based RSUs Granted (#)⁽¹⁾
Richard K. Carnifax (Interim Chief Executive Officer and Chief Operating Officer)		168,465		32,860		392,433
Paul D. Arling (Former Chairman and Chief Executive Officer)		366,235		187,340		36,000
Wade M. Jenke (Chief Financial Officer) ⁽¹⁾		100,000		—		100,000
Bryan M. Hackworth (Former Chief Financial Officer and Senior Vice President)		115,760		75,465		116,235
Ramzi S. Ammari (Senior Vice President, Corporate Planning and Strategy)		97,280		64,065		102,432
David Chong (Former Executive Vice President, Global Sales)		19,455		47,049		53,217
All current executive officers as a group (3 persons)		365,745		96,925		594,865
All current directors who are not executive officers as a group (7 persons)		40,000		289,560		60,000
All employees (other than executive officers) as a group (170 persons)		107,475		1,232,975		—
Each director:
Michael D. Burger		—		23,156		—
Satjiv S. Chahil		—		59,441		—
Sue Ann R. Hamilton		20,000		52,774		—
William C. Mulligan		—		59,441		—
John Mutch		—		23,574		—
Rômulo C. Pontual		20,000		39,080		—
Eric B. Singer		—		32,094		—
JC Sparkman (former board member)		—		15,000		—
Gregory Stapleton (former board member)		—		20,000		—
Carl Vogel (former board member)		—		30,000		—
Edward K. Zinser (former board member)		—		59,441		—

⁽¹⁾	Includes PSUs at target level.

Registration with the SEC

We intend to file a Registration Statement on Form S-8 relating to the issuance of the additional shares of common stock under the Restated Plan with the SEC pursuant to the Securities Act of 1933, as amended, as soon as practicable after approval of the Restated Plan by our stockholders.

Equity Compensation Plan Information

The following table sets forth information regarding securities authorized for issuance under the Company’s equity compensation plans as of March 17, 2026:


	(a)		(b)		(c)
Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights		Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		734,030	$	23.83		137,964
Equity compensation plans not approved by security holders		—		—		—

Total		734,030	$	23.83		137,964

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADOPTION

AND APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE AMENDED AND

RESTATED 2018 EQUITY AND INCENTIVE COMPENSATION PLAN.

Proposal 4—Approval, on a Non-Binding Advisory Basis, of the Compensation of Our Named Executive Officers

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. In accordance with the requirements of Section 14A of the Exchange Act and the related compensation disclosure rules of the SEC, and consistent with our stockholders’ preference to provide annual advisory votes on the compensation of our named executive officers, we are asking our stockholders to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement.

As described in detail under the heading “Executive Compensation,” we seek to closely align the interests of our named executive officers with the interests of our stockholders. Our compensation programs are designed to reward our named executive officers for the achievement of short-term and long-term strategic and operational goals, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our named executive officers, as described in this Proxy Statement. The vote is advisory, which means that the vote is not binding on the Company, the Board or the Compensation Committee. Although the vote is non-binding, the Compensation Committee will consider the voting results when it evaluates whether any changes should be made to the Company’s compensation program.

Accordingly, we ask our stockholders to approve the following resolution at the 2026 Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including in the “Executive Compensation”, the accompanying compensation tables, and the related narrative disclosure in this Proxy Statement.”

Our current policy is to provide our stockholders with an opportunity to approve the compensation of the Company’s named executive officers each year at the annual meeting of stockholders. We expect that the next advisory vote on the compensation of our named executive officers will occur at our 2027 annual meeting of stockholders, and we will include an advisory vote on named executive officer compensation in our proxy materials every year at least until the next “Frequency of Say on Pay” vote, which will be no later than our 2029 annual meeting of stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

EXECUTIVE COMPENSATION

As a smaller reporting company under the Exchange Act, we are permitted to provide scaled executive compensation disclosure under Item 402 of Regulation S-K. We have elected to rely on those scaled disclosure requirements in this proxy statement. This section provides a description of our executive compensation philosophy, programs and practices, the compensation decisions the Compensation Committee made under those programs and the factors considered in making those decisions. This section discusses the material elements of the Company’s compensation program for the executive officers included in the Summary Compensation Table (our “named executive officers” or “NEOs”) for the year ended December 31, 2025:


Named Executive Officer		Title
Richard K. Carnifax		Interim Chief Executive Officer and Chief Operating Officer
Paul D. Arling		Former Chairman and Chief Executive Officer
Wade M. Jenke		Chief Financial Officer
Bryan M. Hackworth		Former Chief Financial Officer and Senior Vice President
Ramzi S. Ammari		Senior Vice President, Corporate Planning and Strategy
David Chong		Former Executive Vice President, Global Sales

Management Transitions

During 2025, the Company experienced significant changes in its executive leadership team. Effective May 1, 2025, in connection with Paul D. Arling’s retirement after service as our Chief Executive Officer for almost 25 years, Bryan M. Hackworth, the then Senior Vice President and Chief Financial Officer, assumed the role of the Company’s principal executive officer. Additionally, on May 1, 2025, the Board approved the promotion of Richard K. Carnifax to the position of Chief Operating Officer. Subsequently, on July 14, 2025, the Board unanimously appointed Mr. Carnifax as Interim Chief Executive Officer and as principal executive officer, effective immediately. Mr. Hackworth retired from his position as Chief Financial Officer effective September 5, 2025. On September 12, 2025, the Board unanimously appointed Sui Man Ho (a.k.a. Raymond Ho) as Interim Chief Financial Officer, principal financial officer and principal accounting officer, effective immediately. David Chong retired as the then Executive Vice President, Global Sales, effective December 19, 2025. With Mr. Ho continuing to serve as the Company’s Senior Vice President of Finance, effective as of December 30, 2025, the Board unanimously appointed Wade M. Jenke as Chief Financial Officer, principal financial officer and principal accounting officer. On March 13, 2026, Ramzi S. Ammari, the Company’s Senior Vice President, Corporate Planning and Strategy, notified the Company of his decision to retire effective May 29, 2026.

Pay for Performance

Our compensation programs and practices are designed to help recruit, retain and motivate key executives so that they may deliver the successful operating, financial and stockholder value performance expected by our investors.

Performance-Based Compensation

Our compensation program emphasizes annual and long-term performance-based incentives so that the vast majority of our named executive officers’ total compensation is tied to the Company’s financial or long-term stock price performance. The Compensation Committee strongly believes that executive compensation pay opportunities and pay actually realized should be tied to Company performance on an absolute basis, relative to similar technology companies and on competitive pay standards. During 2025, realized executive pay was tied to performance in two key ways: (1) the Company’s operating and financial performance and (2) the return to stockholders over time. The Company’s executive compensation program includes many features designed to maintain this alignment, while also protecting the Company against inappropriate risk taking and conflicts among the interests of the Company, its stockholders and its executives. The Compensation Committee believes that our compensation program and practices are consistent with industry standards and the competitive market in which we operate.

Say on Pay

At our 2025 annual meeting of stockholders, approximately 73.2% of our shares that were voted on the matter (including abstentions) cast a vote to approve our named executive officer compensation. The Compensation Committee was pleased with this favorable outcome and believes it conveyed our stockholders’ support of the Compensation Committee’s decisions and our existing executive compensation programs.

Consistent with this support, the Compensation Committee did not make any changes as a direct result of this vote and decided to retain the core design of our executive compensation programs for the remainder of 2025, as it believes the programs continue to attract, retain and appropriately incent senior management.

We also welcomed input on executive compensation as we interacted with stockholders on a number of matters throughout the year. The Board of Directors and the Compensation Committee duly consider stockholder input as well as the other factors discussed in these Executive Compensation disclosures and routinely review our executive compensation programs and practices.

At our 2023 annual meeting of stockholders, 90% of the votes cast were in favor of holding future advisory votes to approve named executive officer compensation every year. Accordingly, we will include an advisory vote to approve named executive officer compensation in our proxy materials every year at least until the next “Frequency of Say on Pay” vote, which will be no later than our 2029 annual meeting of stockholders.

Summary of Executive Compensation Practices

Corporate Governance and Best Practices

Our Compensation Committee has thoughtfully designed our executive compensation program using guidelines that create a “pay for performance” culture and a focus on profitability. Below we list executive compensation practices that we have implemented to appropriately structure our executive rewards and practices that we have not implemented because we do not believe they would serve our stockholders’ long-term interests.


What We DO		What We DO NOT Do

✓ We pay for performance by tying executive compensation to annual operating goals and stockholder value – no annual incentives are paid to our NEOs when Company financial performance targets are not satisfied ✓ We grant PSUs subject to performance-based vesting tied to stock price targets that are significantly higher than the market price on the date of grant ✓ Our 2018 Plan requires a minimum one-year vesting period for equity awards ✓ Our 2018 Plan limits discretion to accelerate awards upon change in control ✓ We maintain competitive and reasonable post-employment and change in control arrangements ✓ We maintain clawback policies that exceed SEC requirements ✓ We maintain robust share ownership guidelines for our executives ✓ We prohibit executives from holding Company stock in margin accounts or pledging as collateral ✓ Our Compensation Committee consists entirely of independent directors ✓ We retain an independent compensation consultant ✓ We engage in outreach and maintain a dialogue with shareholders relating to the Company’s governance and compensation practices		× We do not guarantee our named executive officers any annual cash or equity incentive award amounts – all annual bonuses require successful performance against annual established goals × We do not offer excessive or unusual executive perquisites × We do not reprice stock options without stockholder consent × We do not grant stock appreciation rights or options with below market exercise prices × We do not offer a defined benefit pension plan × We do not have a supplemental executive retirement plan × We do not provide tax gross-ups on employee benefits or perquisites (except as grandfathered under an existing agreement with Mr. Ammari)

Philosophy and Overview of Our Compensation Program

This section describes our executive compensation philosophy and provides an overview of our compensation program and the rationale for each component of the program.

Philosophy and Objectives

The Compensation Committee believes that stockholder interests are best advanced by attracting and retaining a high-performing management team. To promote this objective, the Compensation Committee was guided by the following underlying principles in developing our executive compensation program:

•

Pay-for-Performance—A high proportion of total compensation should be at risk and tied to achievement of annual operating and strategic goals and/or increases in stockholder value.

•

Align Interests with Stockholders—Align the interests of management and shareholders by paying a substantial portion of total compensation in stock-based incentives and ensuring that executives accumulate meaningful stock ownership stakes over their tenure.

•

Long-Term Commitment—The program should be designed to gain a long-term commitment from the proven, accomplished executives that lead our success.

•

Sustainable Performance Orientation—The mix of incentives provided should motivate to achieve sustainable growth in the value of Company.

•

Focus on Total Compensation—Compensation opportunities should be considered in the context of total compensation relative to the pay practices of similar technology companies that compete with us for talent.

The Compensation Committee regularly evaluates the Company’s compensation arrangements to assess whether they are appropriately structured to support these objectives and are effective in enabling the Company to attract and retain top talent in key leadership positions.

Program Overview

Our executive compensation program is simple in design and limited in scope. We provide only one low-cost executive benefit (supplemental life insurance) and no perquisites to our executives located in the United States. Each program component and the rationale for it are highlighted below.


Element		Role and Purpose
Base Salary		• Provide a fixed element of pay based on an executive’s primary duties and responsibilities • Provide a competitive foundation for total compensation to recruit and retain top executive talent

Annual Incentives (Cash)		• Motivate and reward achievement of annual financial targets, which drive the valuation of our stock • Enforce accountability for individual performance through discretionary increases or reductions in awards as deemed appropriate

Long-Term Incentives (Equity)		• Promote stock ownership through the achievement of key financial and sustainability targets over a multi-year-period • Reward performance contributing to shareholder value through stock price growth • Promote retention of top executive talent

Retirement Savings		• Permit executives to participate in the Company’s 401(k) plan to facilitate retirement saving on the same basis as other employees

Executive Benefits		• Provide for executives’ families through supplemental life insurance policies

How We Make Pay Decisions

This section describes the participants and process for setting executive compensation at the Company.

Role of Chief Executive Officer in Setting Compensation

Each year management and the Board identify operating objectives that we believe need to be achieved for the Company to be successful. These objectives are derived largely from the Board’s financial and strategic planning sessions led by the Chief Executive Officer, during which the Company’s growth opportunities are analyzed and goals are established for the upcoming year. In addition to financial targets, the goals may include qualitative strategic and operational objectives that are aimed at creating long-term stockholder value. Achievement of these objectives is considered in making pay decisions for the Chief Executive Officer and our other executive officers.

The Chief Executive Officer assesses individual performance of each other named executive officer against established goals and expectations using criteria identified by the Compensation Committee. The Chief Executive Officer also provides the Compensation Committee with a self-assessment. The Compensation Committee reviews the Chief Executive Officer’s assessments as well as the competitive market ranges of each compensation component for our Chief Executive Officer and each of our other named executive officer and determines the base salary, target annual incentive, and long-term incentive opportunity for each such named executive officer. The Compensation Committee reviews all elements of compensation for the Chief Executive Officer based upon consideration of his contribution to the development and operating performance of the Company and competitive pay practices. The Compensation Committee considers the recommendations of the Chief Executive Officer in establishing compensation for all other named executives.

Throughout the process, the Compensation Committee also considers input from our independent compensation consultant as it deems necessary and advisable. The Compensation Committee develops and recommends pay changes for the Chief Executive Officer for final approval by the full Board.

Compensation Consultant

The Compensation Committee has the authority to retain compensation consulting firms exclusively to assist it in the evaluation

of executive officer and employee compensation and benefit programs. Beginning in 2022, the Compensation Committee retained Pay Governance LLC, a nationally-recognized independent compensation consulting firm, to assist in performing its duties. Pay Governance LLC advised the Company with respect to compensation trends and best practices, stockholder view of compensation practices, and proxy disclosure. Since the Compensation Committee retained the core design of our previous year’s executive compensation program for 2025, the Compensation Committee did not request Pay Governance LLC to conduct a detailed review and analysis of our executive compensation program in 2025, and instead requested advice and counsel with respect to levels of specific components of the program, which included industry and peer group median pay benchmarking. In addition, the Compensation Committee sought and obtained guidance from other sources as it deemed appropriate. While our adviser periodically consults with management in performing work requested by the Compensation Committee, Pay Governance LLC did not perform any separate additional services for management. The Compensation Committee has determined that Pay Governance LLC is independent and there was no conflict of interest resulting from retaining Pay Governance LLC. In reaching these conclusions, the Compensation Committee also considered the factors set forth in Rule 10C-1 of the Exchange Act and applicable listing standards.

Peer Group

The Compensation Committee believes that it is appropriate to offer competitive total compensation packages to our named executive officers in order to attract and retain top executive talent. The Compensation Committee worked with Pay Governance LLC to establish a compensation peer group (the “Peer Group”) and to monitor the compensation practices of our primary competitors and Peer Group for executive talent. The Compensation Committee utilizes this information to establish pay ranges for our NEOs.

The Compensation Committee reviews and approves the Peer Group each year. The Peer Group used for 2025 was the same as was used for 2024. The Compensation Committee believes that these companies are an appropriate peer group for comparison, as well as a group that is large and diverse enough so that any one company does not alter the overall analysis.


Universal Electronics 2025 Executive Compensation Peer Group
Electronic Equipment and Instruments	Electronic Components/ Household Appliances	Electronic Manufacturing Services	Application Software	Consumer Electronics	Systems Software
Arlo Technologies	Bel Fuse Inc.	CTS Corporation	Alarm.com Holdings, Inc.	GoPro, Inc.	Dolby Laboratories, Inc.

Cognex Corporation	iRobot Corporation	Kimball Electronics	InterDigital, Inc.	VOXX International Corporation	Xperi Inc.

Daktronics Inc.	Knowles Corporation	Methode Electronics, Inc.

FARO Technologies, Inc.	Rogers Corporation

Novanta Inc.

OSI Systems, Inc.

Vishay Precision Group, Inc.

Setting Executive Compensation for 2025

In determining the base salary, target annual incentives and equity awards of each of our named executive officers for 2025, the Compensation Committee considered:

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the scope and complexity of the functions the executive oversees;

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the contribution of those functions to our overall performance;

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individual capability and maturity in role;

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individual performance;

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role criticality and difficulty to replace the executive; and

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compensation practices of our peers, including members of our Peer Group.

During 2025, the Company experienced significant changes in its executive leadership team. In connection with these management transitions, the Compensation Committee carefully reviewed and evaluated the compensation arrangements for our continuing, incoming and departing executive officers to ensure that compensation decisions were appropriate, competitive, and aligned with the best interests of the Company and its stockholders. The Compensation Committee considered various factors in its review, including the circumstances of each transition, the need to attract and retain qualified leadership, market compensation data, and the Company’s compensation philosophy.

Elements of Named Executive Officer Compensation

We generally allocate among the principal elements of our total compensation program (base salary, annual performance incentives, and long-term equity awards) based on market practices. This ensures that our compensation program is effective for attracting and retaining key leaders.

Base Salary

We review our NEO’s base salaries annually, and change them from time to time in consideration of performance, increased responsibilities, peer group studies and market competitiveness. The salaries of our NEOs for 2025 and any change in base salary from 2024 to 2025 is reflected in the chart below:


Executive	2025 Base Salary	2024 Base Salary	Percent Change
Richard K. Carnifax ⁽¹⁾	$375,000	$326,925	14.7%
Paul D. Arling	$830,000	$830,000	0.0%
Wade M. Jenke ⁽²⁾	$325,000	$—	—
Bryan M. Hackworth	$420,000	$416,925	0.7%
Ramzi S. Ammari	$420,000	$416,925	0.7%
David Chong	$340,000	$338,460	0.5%

⁽¹⁾	On July 14, 2025, Mr. Carnifax was appointed as the Company’s Interim Chief

SEC Form PRE 14A filed by Universal Electronics Inc.