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Get filing alertsUltra Clean Holdings stockholders approve 3.5M share increase to equity incentive plan
Filed May 26, 2026 · Period ending May 22, 2026 · ~1 min read
Key Changes
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Stockholders approved adding 3.5 million shares to the stock incentive plan, expanding the company's ability to grant equity compensation to employees and executives. The proposal passed with 34.4 million votes in favor.
Item 5.07: Annual Meeting Results verify on EDGAR → -
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All eight director nominees were re-elected for one-year terms with majority support, including CEO James Xiao and board members Thomas Edman, Clarence Granger, and others.
Item 5.07: Director Elections verify on EDGAR → -
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PricewaterhouseCoopers LLP was ratified as independent auditor for fiscal 2026 with 40.1 million votes in favor, representing overwhelming stockholder approval.
Item 5.07: Auditor Ratification verify on EDGAR → -
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Stockholders approved adding 450,000 shares to the employee stock purchase plan, allowing broader employee participation in equity ownership.
Item 5.07: ESPP Amendment verify on EDGAR →
Summary
Ultra Clean Holdings completed its 2026 Annual Meeting with stockholders approving all five proposals on the ballot. The most significant item was the expansion of the stock incentive plan by 3.5 million shares, which increases potential dilution but gives management more flexibility to attract and retain talent through equity compensation.
This represents a meaningful addition to the company's equity pool and could impact existing shareholders' ownership percentages over time. The routine items—director re-elections and auditor ratification—passed with strong support, indicating no governance concerns among the shareholder base.
The employee stock purchase plan expansion of 450,000 shares is relatively modest and aligns with standard employee benefit practices. Retail investors should monitor how quickly the company uses these newly authorized shares and whether equity grants accelerate in coming quarters. The next proxy statement will reveal executive compensation details and actual share usage rates.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Ultra Clean Holdings held its 2026 Annual Meeting on May 22, 2026, with stockholders approving all five proposals including director elections and equity plan amendments.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Election of directors for a one-year term. DirectorForAgainstAbstainBroker Non-Votes Thomas T. Edman 35,583,689 420,800 13,128 4,399,277 James Xiao 35,497,518 506,734 13,365 4,399,277 Clarence L. Granger 35,515,152 489,995 12,470 4,399,277 David T. ibnAle 33,590,773 2,413,324 13,520 4,399,277 Emily M. Liggett 33,594,708 2,411,196 11,713 4,399,277 Ernest E. Maddock 35,812,702 193,074 11,841 4,399,277 Jacqueline A. Seto 35,604,277 401,727 11,613 4,399,277 Joanne Solomon 35,883,333 123,624 10,660 4,399,277
All eight director nominees were elected for a one-year term. The votes ranged from approximately 33.6 million to 35.9 million in favor, with all directors receiving majority support from voting stockholders.
Added in current filing · verify on EDGAR →
Approval of the amendment and restatement of the Company’s employee stock purchase plan (the “ESPP”) to increase the number of shares available for issuance under the ESPP by an additional 450,000 shares. ForAgainstAbstainBroker Non-Votes 35,885,60523,182108,8304,399,277
Stockholders approved an amendment to increase the employee stock purchase plan by 450,000 shares, receiving approximately 35.9 million votes in favor with minimal opposition. This allows more employees to participate in the ESPP.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 28, 2026 · How we verify