UEIC 8-K filed 2025 · insiderdelta

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

Effective as of December 30, 2025, the board of directors (the "Board") of Universal Electronics Inc. (the “Company”) unanimously appointed Wade M. Jenke as Chief Financial Officer, principal financial officer and principal accounting officer of the Company. Sui Man Ho (a.k.a. Raymond Ho), the Company’s Interim Chief Financial Officer, will continue to serve as the Company’s Senior Vice President of Finance.

Wade M. Jenke, age 42, served as the Chief Financial Officer of Amtech Systems, Inc., a Nasdaq-listed public company (ASYS) that manufactures and provides advanced thermal processing equipment, services, and supplies for the semiconductor industry, from August 2024 to December 2025. Prior to joining Amtech, Mr. Jenke served as Chief Financial Officer of EMS Group, a business unit of ASSA ABLOY Opening Solutions, an access solutions company, from January 2018 to July 2024. From September 2016 to December 2018, Mr. Jenke served as Vice President of Finance and Director of Accounting at HES Inc., a provider of electromechanical locking solutions. From June 2012 to August 2016, Mr. Jenke served as HES Inc.'s Senior Manager of Finance and Cost Analysis. Mr. Jenke received his B.S. and MBA from Arizona State University.

Pursuant to an offer letter (the “Letter Agreement”), Mr. Jenke will receive an annual base salary of $325,000 and, subject to the Board’s approval, Mr. Jenke will receive (a) an option to purchase 100,000 shares of the Company’s common stock, vesting over a three-year period with 1/3 of the total number of shares vesting on each annual anniversary; (b) 100,000 performance stock units based on (i) time-based service requirement vesting in one-year cliff increments over three years and (ii) achievement of a stock price performance-based requirement; and (c) 100,000 performance stock units based on (i) time-based service requirement vesting in one-year cliff increments over three years and (ii) achievement of a stock price performance-based requirement. In addition, Mr. Jenke will be is eligible to participate in the Company’s management bonus program, with a bonus target of 40% subject to continued employment.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. On December 30, 2025, the Company issued a press release announcing Mr. Jenke’s appointment as Chief Financial Officer. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

There is no arrangement or understanding between Mr. Jenke and any other person pursuant to which he was selected as an officer of the Company. Additionally, there are no family relationships between Mr. Jenke and any of the Company’s directors or executive officers, and Mr. Jenke has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his appointment, the Company expects to enter into its form of indemnification agreement with Mr. Jenke.

UEIC Universal Electronics Inc - 8-K

Item 5.02 - Departure/Election of Directors or Certain Officers

Item 9.01 - Financial Statements and Exhibits