Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) On October 30, 2009, the Board of Directors of Universal Electronics Inc. ("UEI") appointed Carl E. Vogel to serve on its Board of Directors as a Class II Director, effective October 30, 2009. There is no arrangement or understanding pursuant to which Mr. Vogel was selected as a director, and there are no related party transactions between UEI and Mr. Vogel that are reportable under Item 404(a) of Regulation S-K. In addition, Mr. Vogel was appointed to the Audit Committee of the Board of Directors at which time Mr. J.C. Sparkman left the Audit Committee. Mr. Vogel will receive compensation in accordance with the 2004 Director Compensation Plan (adopted by UEI's stockholders in June 2004) ("2004 Plan"), pursuant to which each Class II Director is to receive an annual cash retainer equal to $25,000 (or $6,250 quarterly), a fee of $1,500 for each board meeting attended in excess of four each year (determined fiscally), a fee of $1,000 for each committee meeting attended, an annual fee of $10,000 for each committee chaired, and an annual award of 5,000 shares of our Common Stock which vest ratably each quarter. Mr. Vogel's compensation will be prorated in accordance with the 2004 Plan from his date of appointment, namely October 30, 2009. In addition, consistent with past practice for Class II Directors, on October 30, 2009, the Board of Directed granted Mr. Vogel options to acquire 20,000 shares of UEI Common Stock in accordance with UEI 2006 Stock Incentive Plan.

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