UNIVERSAL DISPLAY CORP \PA\ (Form: 8-K, Received: 03/09/2015 16:32:13)

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): March 9, 2015

Universal Display Corporation

(Exact Name of Registrant Specified in Charter)



Pennsylvania	1-12031	23-2372688
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)



375 Phillips Boulevard
Ewing, NJ		08618
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (609) 671-0980

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 Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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

On March 3, 2015, the Board of Directors (the “Board”) of Universal Display Corporation (the “Company”) approved an increase in the Board’s size from eight members to nine members, and also elected Rosemarie B. Greco, age 68, to the Board, effective immediately, to fill the vacancy created by such increase. Ms. Greco’s term will expire at the Company’s next annual shareholder meeting to be held in June 2015. The Company expects that Ms. Greco will be nominated to stand for re-election at that time. Effective upon joining the Board, Ms. Greco becomes eligible to receive the standard compensation provided by the Company to its other non-employee directors, as most recently disclosed in the Company’s proxy statement for its 2014 annual meeting of shareholders.

From approximately 1999 to 2003, Ms. Greco was the founding Principal of Grecoventures Ltd., a business investment and consulting partnership. Formerly, from 2003 to 2008, she served as the Executive Director of the Pennsylvania Office of Health Care Reform. From approximately 1994 to 1997, she served as the CEO and President of CoreStates Bank, N.A. and the President, CoreStates Financial Corp. from 1996 to 1997. Ms. Greco serves on the Boards of Director of Pennsylvania Real Estate Investment Trust and PECO Energy Company, a subsidiary of Exelon Corporation. She is also a member of the Board of Overseers of the University of Pennsylvania School of Nursing and the Co-Chair of Vision 2020, a national coalition of organizations advancing women and leadership.

As previously disclosed, the Company maintains the Universal Display Corporation Supplemental Executive Retirement Plan (the “SERP”). The SERP is a nonqualified deferred compensation plan under the Internal Revenue Code of 1986, as amended (the “IRC”), and is unfunded. Participants include management or highly compensated employees of the Company who are selected by the Compensation Committee to receive benefits under the SERP. The SERP was adopted to incentivize the Company’s executive officers to remain with the Company through retirement age. Under the SERP, if a participant resigns or is terminated without cause at or after age 65 and with at least 20 years of service, he or she will be eligible to receive a SERP benefit calculated in accordance with the terms of the SERP, as discussed in the following paragraph.

The SERP benefit is based on a percentage of the participant’s annual base salary and in certain cases, as discussed in the following paragraph, the participant’s average annual bonus for the most recent three fiscal years ending prior to the participant’s date of termination of employment with the Company for the life of the participant. This percentage is 50%, 25% or 15%, depending on the participant’s benefit class. If a participant resigns at or after age 65 and with at least 15 years of service, he or she will be eligible to receive a prorated SERP benefit. If a participant is terminated without cause or on account of a disability after at least 15 years of service, he or she will be eligible to receive a prorated SERP benefit regardless of age. The prorated benefit in either case will be based on the participant’s number of years of service (up to 20), divided by 20. In the event a participant is terminated for cause, his or her SERP benefit and any future benefit payments are subject to immediate forfeiture. In the event of a change in control of the Company, each participant in the SERP will become immediately vested in his or her benefit thereunder. Unless the participant’s benefit has already fully vested, if the participant has less than 20 years of service at the time of the change in control, he or she will receive a prorated benefit based on his or her number of years of service (up to 20), divided by 20. If the change in control qualifies as a “change in control event” for purposes of Section 409A of the IRC, then each participant (including former employees who are entitled to SERP benefits) will receive a lump sum cash payment equal to the present value of the benefit immediately upon the change in control.

On March 3, 2015, the Board of Directors, on the recommendation of the Compensation Committee, adopted Amendment 2015-1 to the SERP (“Amendment 2015-1”). Amendment 2015-1 amended the SERP to provide that, for participants serving as executive officers of the Company as of March 3, 2015, or who become an executive officer thereafter, the SERP benefit is based on a percentage of the participant’s annual base salary and the participant’s average annual bonus for the most recent three fiscal years ending prior to the participant’s date of termination of employment with the Company for the life of the participant. Prior to adoption of Amendment 2015-1, the SERP benefit did not take into account any bonuses.

The foregoing descriptions of the SERP and Amendment 2015-1 are summaries and are qualified in their entireties by reference to the full text of the SERP and Amendment 2015-1. The SERP is filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on May 10, 2010, and Amendment 2015-1 is filed as Exhibit 99. 2 to this Current Report on Form 8-K, and both are incorporated herein by reference.

Also on March 3, 2015, the Board of Directors, on the recommendation of the Compensation Committee, authorized the award to Julia J. Brown, Ph.D, the Company’s Senior Vice President and Chief Technical Officer, and Mauro Premutico, the Company’s Vice President Legal and General Manager, Patents and Licensing, of an automobile reimbursement expense of $500 per month (plus repairs and maintenance).


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number		Exhibit Title

99.1		Press Release by the Registrant, dated March 5, 2015.
99.2		Amendment 2015-1, dated March 3, 2015, to Universal Display Corporation Supplemental Executive Retirement Plan.

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 hereunto duly authorized.



	UNIVERSAL DISPLAY CORPORATION


	By:	/s/ Sidney D. Rosenblatt
		Sidney D. Rosenblatt
		Executive Vice President, Chief Financial
		Officer, Treasurer and Secretary


Dated: March 9, 2015

EXHIBIT INDEX



Exhibit Number		Exhibit Title
99.1		Press Release by the Registrant, dated March 5, 2015.
99.2		Amendment 2015-1, dated March 3, 2015, to Universal Display Corporation Supplemental Executive Retirement Plan.



	Investor Relations:		Media Contact:
	Darice Liu		Jon Stone
	Universal Display		Kwittken
	investor@udcoled.com		media@udcoled.com
	609-671-0980 x558		646-747-7161

UNIVERSAL DISPLAY CORPORATION NAMES ROSEMARIE B. GRECO TO ITS BOARD OF DIRECTORS

EWING, N.J.-March 5, 2015- Universal Display Corporation (Nasdaq: OLED), enabling energy-efficient displays and lighting with its UniversalPHOLED ^® technology and materials, announced today that Rosemarie B. Greco has been named to the Company’s Board of Directors. Ms. Greco brings to Universal Display a wealth of experience in building and managing successful organizations, including demonstrated success in executive leadership, director-level governance, building high value partnerships, and advancing projects from vision to execution.

“Rosemarie is an accomplished corporate, civil and community leader, and we are extremely pleased to welcome her to our Board of Directors,” said Steven V. Abramson, President and Chief Executive Officer of Universal Display. “Her proven expertise and diverse experience will be a tremendous asset as Universal Display continues to grow and pursue new opportunities in the rapidly expanding OLED market. We look forward to working with Rosemarie as we create more value for our shareholders.”

Ms. Greco was the Chief Executive Officer and President of CoreStates Bank, N.A. and President of its parent corporation, CoreStates Financial Corp. In that role, Ms. Greco established the company as one of America’s most profitable and efficiently run banks. She was also instrumental in shaping CoreStates’ corporate philanthropy, service quality, and culture of employee empowerment and diversity. Prior to her tenure at CoreStates, Ms. Greco served as President and CEO of Fidelity Bank, as well as Chief Retail Officer and Director of First Fidelity Bancorporation.

In addition to her corporate experience, Ms. Greco has served in several civil and community leadership positions. She was named Executive Director in Pennsylvania Governor Edward G. Rendell’s Administration and became highly regarded for her ground-breaking work in health care. She advanced the needs of businesses and citizens as a member of several organizations within the State of Pennsylvania and the City of Philadelphia.

Ms. Greco is currently a Trustee of Pennsylvania Real Estate Investment Trust, Director of PECO and a Trustee of Exelon’s Charitable Foundation. Her current non-corporate positions include Immediate Past Chair of the Board of Overseers of the School of Nursing, University of Pennsylvania and Co-Chair of VISION 2020, a national campaign to make equality a national priority through shared leadership between women and men.

“I am proud to join Universal Display’s Board and be a part of an innovative company in an exciting growth industry,” said Ms. Greco. “OLED technology is just beginning to take off and has immense potential in a wide range of applications. I look forward to supporting Universal Display’s leadership in delivering cutting-edge UniversalPHOLED technology and materials to the market. I appreciate the opportunity to add my experience and expertise to an already talented Board of Directors.”

Ms. Greco is a Magna Cum Laude graduate of St. Joseph's University and has received Honorary Degrees from Temple, Cabrini, Albright and Thomas Jefferson Universities.

To see how Universal Display is changing the face of the display and lighting industries with its UniversalPHOLED, white OLED, and flexible OLED technologies, please visit the company’s website at http://www.udcoled.com .

About Universal Display Corporation

Universal Display Corporation (Nasdaq: OLED) is a leader in developing and delivering state-of-the-art, organic light emitting diode (OLED) technologies, materials and services to the display and lighting industries. Founded in 1994, the Company currently owns or has exclusive, co-exclusive or sole license rights with respect to more than 3,500 issued and pending patents worldwide. Universal Display licenses its proprietary technologies, including its breakthrough high-efficiency UniversalPHOLED ^® phosphorescent OLED technology, that can enable the development of low power and eco-friendly displays and 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.

Based in Ewing, New Jersey, with international offices in Ireland, South Korea, Hong Kong, Japan and Taiwan, Universal Display works and partners with a network of world-class organizations, including Princeton University, the University of Southern California, the University of Michigan, and PPG Industries, Inc. The Company has also established relationships with companies such as AU Optronics Corporation, BOE Technology, DuPont Displays, Inc., Innolux Corporation, Kaneka Corporation, Konica Minolta Technology Center, Inc., LG Chem Ltd., LG Display Co., Ltd., Lumiotec, Inc., OLEDWorks LLC, Philips Technologie GmbH, Pioneer Corporation, Samsung Display Co., Ltd., Sumitomo Chemical Company, Ltd. and Tohoku Pioneer Corporation. To learn more about Universal Display, please visit http://www.udcoled.com .

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

# # #

All statements in this document that are not historical, such as those relating to Universal Display Corporation’s technologies and potential applications of those technologies, the Company’s expected results 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, 2014. Universal Display Corporation disclaims any obligation to update any forward-looking statement contained in this document.

Universal Display Corporation

Supplemental Executive Retirement Plan

Amendment 2015-1

WHEREAS, Universal Display Corporation (“UDC”) maintains the Universal Display Corporation Supplemental Executive Retirement Plan (the “Plan”), effective as of April 1, 2010, to provide certain key employees of UDC and its subsidiaries (collectively, the “Company”) with retirement benefits that supplement other benefits that may be available to them under the terms of tax-qualified plans or otherwise, and to encourage the continued employment of such individuals with the Company;

WHEREAS, based on a review by the Company’s independent compensation consultant, and in order to better align the Plan benefits with market practice, the Company desires to amend the Plan to incorporate into the calculation of a participant’s benefit under the Plan, subject to certain exceptions as set forth in this Amendment 2015-1, the actual annual bonuses earned by a participant; and

WHEREAS, Section 5(a) of the Plan provides that the Company may amend the Plan (and the Schedule of Retirement Benefits attached thereto) by action of the Board of Directors of UDC (the “Board”); and

WHEREAS, the Board has approved that the Plan be amended as set forth in this Amendment 2015-1.

NOW THEREFORE, the Plan is hereby amended, as follows:


1.	In order to reflect the addition to the table on Exhibit A, Schedule of Retirement Benefits, effective as of December 19, 2013, of Mauro Premutico, said Exhibit A is hereby amended to read as follows:

Participants in the Plan and each Participant’s Classification under the Plan



Name of Participant	Classification	Date of Hire
Steven V. Abramson	50% class	May 13, 1996
Sidney D. Rosenblatt	50% class	June 1, 1995
Julia J. Brown	50% class	June 22, 1998
Janice K. Mahon	50% class	January 2, 1997
Michael Hack	50% class	October 11, 1999
Mauro Premutico	50% class	April 16, 2012


2.	Paragraph 2 of Exhibit A, Schedule of Retirement Benefits, is hereby amended in its entirety, effective as of March 3, 2015, to read as follows:

“ 2. Normal Retirement Benefit.

(a) The “Normal Retirement Benefit” for a Participant who is no longer an executive officer of the Company as of March 3, 2015 or has already commenced receiving benefits under the Plan prior to March 3, 2015 will be calculated at the commencement date of the SERP benefit as an annual benefit, payable in the form of a single life annuity for the lifetime of the Participant, equal to the following percentage of the Participant’s Annual Base Salary:

(i) For a Participant in the 50% class, 50% of Annual Base Salary.

(ii) For a Participant in the 25% class, 25% of Annual Base Salary.

(iii) For a Participant in the 15% class, 15% of Annual Base Salary.

(b) The “Normal Retirement Benefit” for a Participant who is an executive officer of the Company as of March 3, 2015 or becomes an executive officer thereafter (but prior to receipt of any benefits under the Plan) will be calculated at the commencement date of the SERP benefit as an annual benefit, payable in the form of a single life annuity for the lifetime of the Participant, equal to the following percentage of the sum of the Participant’s (x) Annual Base Salary, plus (y) Three-Year Average Bonus:

(i) For a Participant in the 50% class, 50% of the sum of a Participant’s (x) Annual Base Salary, plus (y) Three-Year Average Bonus.

(ii) For a Participant in the 25% class, 25% of the sum of a Participant’s (x) Annual Base Salary, plus (y) Three-Year Average Bonus.

(iii) For a Participant in the 15% class, 15% of the sum of a Participant’s (x) Annual Base Salary, plus (y) Three-Year Average Bonus.

(c) The SERP benefit will be the actuarial equivalent of the Normal Retirement Benefit, will be subject to reduction, if applicable, as described below, and will be payable as described in paragraph 5 below. The Participant’s life expectancy for purposes of calculating the SERP benefit will be determined as of the commencement date of the SERP benefit, except as otherwise provided in paragraph 7 below.”


3.	Paragraph 9(a) of Exhibit A, Schedule of Retirement Benefits, is hereby amended in its entirety, effective as of March 3, 2015, to read as follows:

“(a) Annual Base Salary and Three-Year Average Bonus . For purposes hereof, (i) “Annual Base Salary” shall mean 12 times the average monthly base salary (including any car allowance and including any deferrals or other salary reduction authorized amounts under any of the Company’s benefit plans or programs) paid or payable to the Participant by the Company during the 24-month period immediately preceding the Participant’s date of termination of employment with the Company, or, if required under subparagraph 7(b) above, the date of a Change in Control, and (ii) “Three-Year Average Bonus” shall mean the average of the three annual bonuses paid to the Participant by the Company for the three fiscal years ending prior to the Participant’s date of termination of employment with the Company, or, if required under subparagraph 7(b) above, the date of a Change in Control.”


4.	The reference to “the Special Participant’s Annual Base Salary” in paragraph 2(a) of Exhibit B, Rules for Special Participants, is hereby replaced with a reference to “the sum of the Special Participant’s Annual Base Salary, plus Three-Year Average Bonus,” effective as of March 3, 2015.

This Amendment 2015-1 shall amend and is incorporated into and made part of the Plan. To the extent any term or provision of this Amendment 2015-1 may be deemed expressly inconsistent with any term or provision in the Plan, the terms and provisions of this Amendment 2015-1 shall control. Except as expressly amended by this Amendment 2015-1, all of the terms, conditions and provisions of the Plan are hereby ratified and continue unchanged and remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment 2015-1 to be adopted effective as set forth herein.

UNIVERSAL DISPLAY CORPORATION

By: ______________________________________

Name: ____________________________________

Title: _____________________________________