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 31, 2023
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: (609) 671-0980
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 31, 2023 Universal Display Corporation and its Vice President, Chief Financial Officer and Treasurer, Brian Millard, agreed to amend Mr. Millard’s Amended and Restated Change in Control Agreement, dated September 6, 2022, to eliminate, effective immediately, the provisions of such agreement that provided for the payment to Mr. Millard of a Tax Reimbursement Payment (as defined in such agreement) in the event that amounts or benefits paid or distributed to Mr. Millard are or become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code. Such amendment is filed as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
|
Description |
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: June 1, 2023 |
|
By: |
/s/ Mauro Premutico |
|
|
|
Mauro Premutico |
|
|
|
Secretary |
Exhibit 99.1
AMENDMENT TO AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT, dated as of May 31, 2023 (the “Amendment”), is between Universal Display Corporation, a Pennsylvania corporation (“Company”) and Brian Millard (“Employee”).
WHEREAS, Company and Employee previously entered into that certain Amended and Restated Change in Control Agreement, dated as of September 6, 2022 (the “Agreement”), which provides for certain compensation to be paid to Employee in the event Employee’s employment with the Company is involuntarily terminated in connection with a Change in Control (as defined in the Agreement);
WHEREAS, Company and Employee desire to amend the Agreement to eliminate the provisions thereof that provide for the payment to Employee of a Tax Reimbursement Payment (as defined in the Agreement) in the event that amounts or benefits paid or distributed to Employee are or become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code; and
WHEREAS, Section 18(a) of the Agreement provides that the Agreement may be amended pursuant to a written agreement between Company and Employee.
NOW, THEREFORE, Company and Employee hereby agree that, for the payment by Company to Employee of $10.00 in cash and other good and valuable consideration, the receipt of which is hereby acknowledged, the Agreement shall be amended as follows:
IN WITNESS WHEREOF, Company and Employee agree to the terms of this Amendment, effective as of the date set forth above.
UNIVERSAL DISPLAY CORPORATION
By: /s/ Mauro Premutico
Name: Mauro Premutico
Title: Secretary
/s/ Marilyn Caldwell
Witness
/s/ Brian Millard
Brian Millard