Item 3.01 Notice of Delisting or Failure To Satisfy a
Continued Listing Rule or Standard; Transfer of Listing |
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| EXHIBIT 99.1 | ||||||||
Universal Electronics, Inc - Recent Material Event
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On May 15, 2008, Universal Electronics Inc. (the “Company”) received notice from the staff of the
Nasdaq Stock Market (“Nasdaq”) indicating that, due to the death of Bruce A. Henderson, the staff
had determined that the Company no longer complied with Nasdaq’s audit committee requirement, as
set forth in Marketplace Rule 4350(d)(2) (the “Rule”), by having only 2 members on the Company’s
audit committee. Nasdaq provided the Company with a cure period until June 12, 2008, the date of
the Company’s next annual meeting of stockholders.
On May 16, 2008, the Company returned to compliance with the Rule by appointing J. C. Sparkman to
the Company’s audit committee to fill the vacancy caused by the passing of Mr. Henderson. Mr.
Sparkman has been a member of the Company’s Board of Directors since November 1999. In addition to
serving on the audit committee, Mr. Sparkman will continue serving as chairman of the compensation
committee and as a member of the corporate governance and nominating committee.
On April 24, 2008, the Board of Directors of Universal Electronics Inc. elected Gregory P.
Stapleton to the Company’s Board of Directors. Mr. Stapleton will serve as a Class II Director,
effective April 24, 2008 filling a vacancy, and will stand for reelection at the 2008 Annual
Meeting of Stockholders. At this time, Mr. Stapleton is not serving on any of the Board’s
committees and it is uncertain which, if any, of the committees he will serve.
Mr. Stapleton will be paid in accordance with the Company’s 2004 Directors Compensation Plan which
was approved by the Company’s stockholders in June 2004. As such and to the extent applicable, Mr.
Stapleton will receive an annual cash retainer equal to $25,000, a fee of $1,500 for each board
meeting attended in excess of four each year (determined fiscally, July through June each year), a
fee of $1,000 for each committee meeting attended, a fee of $10,000 for each committee chaired, and
an award of 5,000 shares of Company Common Stock; the stock awards vest ratably each quarter. For
his first partial year in office (April 24, 2008 until June 30, 2008), these amounts will be
prorated for the actual number of days that he has been a director. Mr. Stapleton also received a
stock option grant of 20,000 shares on April 24, 2008. The grant was made pursuant to one of the
Company’s Stock Incentive Plans.
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.
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