OLED Universal Display Corporation

 

 

UNITED STATES

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 4, 2024

UNIVERSAL DISPLAY CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Pennsylvania	1-12031	23-2372688
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
250 Phillips Boulevard, Ewing, NJ		08618
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (609) 671-0980

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 Instructions A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		OLED		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

---

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

 

On March 4, 2024, the Board of Directors (the "Board") of Universal Display Corporation (the “Company”) increased the number of directors constituting the Board to ten and elected Dr. Nigel Brown and Dr. Joan Lau to the Board, effective March 4, 2024, and determined that Dr. Brown and Dr. Lau each qualify as an “independent director” for purposes of the Nasdaq listing standards.

 

The compensation for Dr. Brown’s and Dr. Lau’s services as directors will be consistent with that of the Company’s other non-employee directors, as described in the Company’s annual proxy statement filed with the U.S. Securities and Exchange Commission on April 20, 2023. There are no arrangements or understandings between either Dr. Brown or Dr. Lau and any other persons pursuant to which Dr. Brown or Dr. Lau was selected as a director, and there are no transactions in which either Dr. Brown or Dr. Lau has an interest requiring disclosure under Item 404(a) of Regulation S-K. Neither Dr. Brown nor Dr. Lau has been named to any committee of the Board at this time.

 

On March 7, 2024, the Company issued a press release announcing Dr. Brown’s and Dr. Lau’s appointments. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release by the Registrant, dated March 7, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

---

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.

 

		UNIVERSAL DISPLAY CORPORATION
Date: March 7, 2024		By:	/s/ Brian Millard
			Brian Millard
			Vice President, Chief Financial Officer and Treasurer

 

---

	Press Release
Universal Display Contact:
Darice Liu
investor@oled.com media@oled.com +1 609-964-5123

 

Universal Display Corporation Announces the Appointment of New Board Members

 

Ewing, N.J. – March 7, 2024 – Universal Display Corporation (Nasdaq: OLED) (UDC), enabling energy-efficient displays and lighting with its UniversalPHOLED® technology and materials, today announced that Dr. Nigel Brown and Dr. Joan Lau have joined the Company’s Board of Directors, effective March 4, 2024. The addition of these new directors expands UDC’s Board to ten members.

 

“I am pleased to welcome Nigel and Joan to the Board,” said Steven V. Abramson, President and Chief Executive Officer of Universal Display Corporation and a member of the Board. “Nigel adds a wealth of business innovation, technical knowledge and corporate strategic planning expertise to our Board. Joan brings over two decades of extensive scientific and business acumen as well as invaluable leadership experience to UDC. We believe that their deep research and development backgrounds and experience with growth companies will enhance the capabilities of our Board as we explore and execute on opportunities in the global OLED industry and beyond.”

 

About Dr. Nigel Brown:

Nigel Brown has more than 25 years of experience in leadership and strategy in the pharmaceutical, biotechnology and contract research industries. Dr. Brown is the Founder and Chief Executive Officer of Princeton Healthcare Advisory, LLC, an advisory firm specializing in support for growth-focused investors

---

in healthcare and life science sectors. Dr. Brown is an Advisor for Rothschild & Co., Five Arrows Managers LLP and previously served as General Partner for Trevi Health Capital, a healthcare-focused specialty investment firm, and held oversight and advisory roles for numerous organizations. Dr. Brown has extensive experience in acquisitions and strategic partnerships in the biomedical and technology sectors and is a skilled partner in facilitating investments and corporate transactions. Dr. Brown received his BA in Chemistry and PhD in Physiological Sciences from the University of Oxford and his MBA from The Open University. Dr. Brown also serves on the board for Inotiv, Inc. (NASDAQ: NOTV).

 

About Dr. Joan Lau:

Joan Lau has more than 20 years of experience in executive leadership and business development for biopharmaceutical, biotechnology and R&D-focused companies. Dr. Lau is the Co-Founder and Chief Executive Officer of Spirovant (previously called Talee Bio), a gene therapy company developing treatments and cures for respiratory diseases including cystic fibrosis. Dr. Lau is also an Adjunct Professor and Trustee at the University of Pennsylvania. Previously, Dr. Lau co-founded and served as Managing Partner at Militia Hill Ventures, which focuses on building and growing high-quality life science companies. Dr. Lau has also served as CEO for several venture-capital-backed biotech companies. Dr. Lau earned her MBA from the Wharton School of Business at the University of Pennsylvania, her PhD in Neuroscience from the University of Cincinnati College of Medicine, and her BS in Bioengineering from the University of Pennsylvania. Dr. Lau also serves on the boards for Brandywine Realty Trust (NYSE: BDN) and Rockwell Medical, Inc. (NASDAQ: RMTI).

 

About Universal Display Corporation

Universal Display Corporation (Nasdaq: OLED) is a leader in the research, development and commercialization of organic light emitting diode (OLED) technologies and materials for use in display and solid-state lighting applications. Founded in 1994 and with subsidiaries and offices around the world, the Company currently owns, exclusively licenses or has the sole right to sublicense more than 6,000 patents issued and pending worldwide. Universal Display licenses its proprietary technologies, including its

---

breakthrough high-efficiency UniversalPHOLED® phosphorescent OLED technology that can enable the development of energy-efficient and eco-friendly displays and solid-state 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. To learn more about Universal Display Corporation, please visit https://oled.com/.

 

Universal Display Corporation and the Universal Display Corporation 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 the projected adoption, development and advancement of the Company’s technologies, and the Company’s expected results and future declaration of dividends, 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, 2023. Universal Display Corporation disclaims any obligation to update any forward-looking statement contained in this document.

 

Follow Universal Display Corporation

 

Twitter

Facebook

YouTube

 

(OLED-C)

 

---

v3.24.0.1

Document And Entity Information	Mar. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 04, 2024
Entity Registrant Name	UNIVERSAL DISPLAY CORPORATION
Entity Central Index Key	0001005284
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	OLED
Security Exchange Name	NASDAQ
Entity File Number	1-12031
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-2372688
Entity Address, Address Line One	250 Phillips Boulevard
Entity Address, City or Town	Ewing
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08618
City Area Code	609
Local Phone Number	671-0980
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

---