Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 12, 2024

UNIVERSAL DISPLAY CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Pennsylvania	1-12031	23-2372688
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
250 Phillips Boulevard, Ewing, NJ		08618
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: [phone]

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		OLED		The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On December 12, 2024, the Board of Directors (the "Board") of Universal Display Corporation (the “Company”) increased the number of directors constituting the Board to eleven and elected Ms. April Walker to the Board, effective January 1, 2025, and determined that Ms. Walker qualifies as an “independent director” for purposes of the Nasdaq listing standards.

 

The compensation for Ms. Walker’s services as director will be consistent with that of the Company’s other non-employee directors, as described in the Company’s annual proxy statement filed with the U.S. Securities and Exchange Commission on April 25, 2024. There are no arrangements or understandings between Ms. Walker and any other persons pursuant to which Ms. Walker was selected as a director, and there are no transactions in which Ms. Walker has an interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Walker will not be named to any committee of the Board at this time.

 

On December 17, 2024, the Company issued a press release announcing Ms. Walker’s appointment. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release by the Registrant, dated December 17, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

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

 

		UNIVERSAL DISPLAY CORPORATION
Date: December 17, 2024		By:	/s/ Brian Millard
			Brian Millard
			Vice President, Chief Financial Officer and Treasurer

 

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	Press Release
Universal Display Contact:
Darice Liu
[e-mail] [e-mail] [phone]

 

Universal Display Corporation Announces the Appointment of New Board Member

 

Ewing, N.J. – December 17, 2024 – Universal Display Corporation (Nasdaq: OLED) (UDC), enabling energy-efficient displays and lighting with its UniversalPHOLED® technology and materials, today announced that April E. Walker has joined the Company’s Board of Directors, effective January 1, 2025. The addition of this new director will expand UDC’s Board to 11 members.

 

“I am pleased to welcome April to the Board,” said Steven V. Abramson, President and Chief Executive Officer of Universal Display Corporation and a member of the Board. “April brings a wealth of experience and a strong technology background to the Board, bolstering UDC’s commitment to innovation and leadership in the OLED ecosystem. She has held senior leadership roles at several preeminent technology companies where she developed expertise in artificial intelligence (AI), cybersecurity, data center infrastructure, and digital innovation. We believe that April’s expansive knowledge of cutting-edge technology and strategic acumen will further strengthen the capabilities of our Board as we continue our OLED growth journey and explore new frontiers of possibility.”

 

April E. Walker is a global leader in the technology industry, known for her passion for digital innovation and transformation, and her knowledge of the strategic adoption of artificial intelligence. With more than 30 years of leadership experience at leading tech and enterprise companies, including Microsoft, MetLife,

 

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NBCUniversal, and Salesforce, Ms. Walker has a strong blend of expertise in business strategy, customer experience, technology, sales, and operations. Currently, she is a strategic advisor, columnist, thought leader, and speaker on emerging technology and industry transformation. She serves as an advisory board member for the Drexel University Solutions Institute and an Adjunct Professor for Drexel’s Executive MBA program. Ms. Walker holds an MBA from the MIT Sloan School of Management and specialized executive certifications in Artificial Intelligence, as well as Data Science and Machine Learning (ML), from the MIT Schwarzman College of Computing. Additionally, she has an MS in Engineering Management from The George Washington University School of Engineering and Applied Science. Ms. Walker also serves on the Board of Sangoma Technologies Corporation (Nasdaq: SANG; TSX: STC).

 

About Universal Display Corporation

Universal Display Corporation (Nasdaq: OLED) is a leader in the research, development and commercialization of organic light emitting diode (OLED) technologies and materials for use in display and solid-state lighting applications. Founded in 1994 and with subsidiaries and offices around the world, the Company currently owns, exclusively licenses or has the sole right to sublicense more than 6,000 patents issued and pending worldwide. Universal Display licenses its proprietary technologies, including its breakthrough high-efficiency UniversalPHOLED® phosphorescent OLED technology that can enable the development of energy-efficient and eco-friendly displays and solid-state lighting. The Company also develops and offers high-quality, state-of-the-art UniversalPHOLED materials that are recognized as key ingredients in the fabrication of OLEDs with peak performance. In addition, Universal Display delivers innovative and customized solutions to its clients and partners through technology transfer, collaborative technology development and on-site training. To learn more about Universal Display Corporation, please visit https://oled.com/.

 

Universal Display Corporation and the Universal Display Corporation logo are trademarks or registered trademarks of Universal Display Corporation. All other Company, brand or product names may be trademarks or registered trademarks.

 

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All statements in this document that are not historical, such as those relating to the projected adoption, development and advancement of the Company’s technologies, and the Company’s expected results and future declaration of dividends, as well as the growth of the OLED market and the Company’s opportunities in that market, are forward-looking financial statements within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements in this document, as they reflect Universal Display Corporation’s current views with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated. These risks and uncertainties are discussed in greater detail in Universal Display Corporation’s periodic reports on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, including, in particular, the section entitled “Risk Factors” in Universal Display Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023. Universal Display Corporation disclaims any obligation to update any forward-looking statement contained in this document.

 

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Document And Entity Information	Dec. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2024
Entity Registrant Name	UNIVERSAL DISPLAY CORPORATION
Entity Central Index Key	0001005284
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	OLED
Security Exchange Name	NASDAQ
Entity File Number	1-12031
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-2372688
Entity Address, Address Line One	250 Phillips Boulevard
Entity Address, City or Town	Ewing
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08618
City Area Code	609
Local Phone Number	671-0980
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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