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OLED > SEC Filings for OLED > Form 8-K on 24-Jun-2013All Recent SEC Filings

Show all filings for UNIVERSAL DISPLAY CORP \PA\

Form 8-K for UNIVERSAL DISPLAY CORP \PA\


24-Jun-2013

Change in Directors or Principal Officers, Submission of Matters to a


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

As disclosed in Item 5.07 below, the shareholders of Universal Display Corporation (the "Company") approved the Universal Display Corporation Annual Incentive Plan (the "AIP") at the Company's 2013 Annual Meeting of Shareholders held on June 20, 2013.

The AIP is a bonus plan pursuant to which eligible senior executive employees of the Company may earn a bonus based on the achievement of performance objectives.

The Compensation Committee (the "Committee") of the Company's Board of Directors (the "Board") will administer and interpret the AIP.

All senior executives of the Company and its subsidiaries are eligible to participate in the AIP. Annual bonus awards are awarded to eligible participants on an annual basis, if the performance goals established by the Committee are met. At the beginning of each fiscal year, the Committee will establish each participant's target and maximum bonus award, the performance goals applicable to the bonus award, and such other conditions as the Committee deems appropriate. The performance goals may provide for differing amounts to be paid (e.g., threshold, target, and maximum amounts) based on differing levels of performance. The performance goals may relate to the financial performance of the Company and its subsidiaries or one or more business units, and, where appropriate, they may relate to a participant's personal performance.

The Committee has established performance goals for 2013, and target awards for the Named Executive Officers, as set forth in the Company's Proxy Statement for its 2013 Annual Meeting of Shareholders.

The foregoing description of the AIP is a summary and is qualified in its entirety by reference to the full text of the AIP, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.



Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company held its 2013 Annual Meeting of Shareholders on June 20, 2013.

(b) The number of votes represented at the annual meeting, in person or by proxy, was 38,199,216. In determining this number, abstentions and shares held by brokers who have notified us that they lack voting authority with respect to any matter (referred to herein as "broker non-votes") were deemed present for quorum purposes. The matters voted upon at the annual meeting and the results of the vote on each such matter are set forth below:

1. Election of directors.

                                                                            Percentage FOR
                                                                            of Total Votes
Name                 Votes FOR  Votes AGAINST Abstentions Broker Non-Votes      Cast*
Steven V. Abramson   21,205,691    509,430     3,441,845     13,042,249         97.7%
Leonard Becker       15,867,919    559,499     8,729,548     13,042,249         96.6%
Elizabeth H. Gemmill 13,962,779   2,395,049    8,799,138     13,042,249         85.4%
C. Keith Hartley     15,886,908    532,832     8,737,226     13,042,249         96.8%
Lawrence Lacerte     15,925,171    499,052     8,732,743     13,042,249         97.0%

Sidney D. Rosenblatt 18,756,401 2,430,213 3,970,352 13,042,249 88.5% Sherwin I. Seligsohn 19,561,176 519,895 5,075,895 13,042,249 97.4%

* Abstentions and broker non-votes were not considered votes "cast" with respect to the election of directors.

2. Proposal to approve the Universal Display Corporation Annual Incentive Plan.

Percentage FOR of Total Votes Votes FOR Votes AGAINST Abstentions Broker Non-Votes Cast* 23,549,910 1,538,929 68,126 13,042,249 93.9%

* Abstentions and broker non-votes were not considered votes "cast" on this proposal.


3. Advisory approval of the Company's executive officer compensation. Percentage FOR of Total Votes Votes FOR Votes AGAINST Abstentions Broker Non-Votes Cast* 16,256,606 7,897,761 1,002,598 13,042,249 67.3%

* Abstentions and broker non-votes were not considered votes "cast" on this proposal.

4. Proposal to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2013. Percentage FOR of Total Votes Votes FOR Votes AGAINST Abstentions Broker Non-Votes Cast* 26,381,492 11,719,369 98,355 --0-- 69.2%

* Abstentions and broker non-votes were not considered votes "cast" on this proposal.

(c) Not applicable.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Exhibit
99.1 Universal Display Corporation Annual Incentive Plan


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