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UL Solutions Inc. — Declaration of Voting Results & Voting Rights Announcements 2025
May 22, 2025
30480_rns_2025-05-22_34056ab6-d73f-47c2-91ab-15838b35ad43.zip
Declaration of Voting Results & Voting Rights Announcements
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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 ): May 20, 2025
_____
UL Solutions Inc.
(Exact name of registrant as specified in its charter)
_____
| Delaware (State or other jurisdiction of incorporation or organization) |
|---|
| 333 Pfingsten Rd Northbrook , Illinois 60062 |
| (Address of principal executive offices and zip code) |
| ( 847 ) 272-8800 |
| (Registrant's telephone number, including area code) |
_____
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Securities registered pursuant to Section 12(b) of the Act: — Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.001 per share | ULS | New York Stock Exchange |
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 Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2025, UL Solutions Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting:
| Shares Voted For | Shares Voted Withhold | Broker Non-Votes | |
|---|---|---|---|
| Election of directors | |||
| Jennifer F. Scanlon | 1,436,919,695 | 2,118,104 | 1,690,250 |
| James M. Shannon | 1,436,145,836 | 2,891,963 | 1,690,250 |
| James P. Dollive | 1,432,080,682 | 6,957,117 | 1,690,250 |
| Marla C. Gottschalk | 1,435,364,474 | 3,673,325 | 1,690,250 |
| Friedrich Hecker | 1,436,602,747 | 2,435,052 | 1,690,250 |
| Charles W. Hooper | 1,436,932,831 | 2,104,968 | 1,690,250 |
| Kevin J. Kennedy | 1,436,829,322 | 2,208,477 | 1,690,250 |
| Vikram U. Kini | 1,438,818,349 | 219,450 | 1,690,250 |
| Sally Susman | 1,436,892,029 | 2,145,770 | 1,690,250 |
| Michael H. Thaman | 1,436,926,550 | 2,111,249 | 1,690,250 |
| Elisabeth Tørstad | 1,432,291,447 | 6,746,352 | 1,690,250 |
| George A.Williams | 1,432,227,429 | 6,810,370 | 1,690,250 |
| Shares Voted For | Shares Voted Against | Abstentions | |
|---|---|---|---|
| Ratification of retention of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 | 1,439,695,470 | 322,499 | 710,080 |
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |
|---|---|---|---|---|
| Approval, on an advisory basis, of the compensation of the Company’s named executive officers | 1,438,546,235 | 374,149 | 117,415 | 1,690,250 |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | |
|---|---|---|---|---|---|
| Approval, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers | 1,438,773,011 | 2,292 | 141,501 | 120,995 | 1,690,250 |
Consistent with these results, the Company’s Board of Directors determined that future stockholder advisory votes on named executive officer compensation will be held every one year until the next required advisory vote on the frequency of stockholder advisory votes on named executive officer compensation.
Signature
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.
| /s/ Ryan D. Robinson |
|---|
| Ryan D. Robinson |
| Executive Vice President and Chief Financial Officer |