8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Ultra Clean Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

☐ 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:

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 January 29, 2025, the Board of Directors (the “Board”) of Ultra Clean Holdings, Inc. (the “Company”) appointed Joanne Solomon to serve as a member of the Board of the Company, effective February 3, 2025.

Ms. Solomon, 59, has served as Chief Financial Officer at Maxeon Solar Technologies, Ltd. from 2020 until 2021 and at Katerra Inc. from 2017 until 2019. Ms. Solomon spent sixteen years at Amkor Technology, Inc. (Amkor) from 2000 until 2016. She served as Chief Financial Officer from 2007 until 2016. Her previous roles at Amkor included, among others, Senior Vice President, Finance and Corporate Controller, and Senior Vice President, Finance and Treasurer, from 2000 until 2007. Ms. Solomon holds a Bachelor of Science in Business Administration, Accounting and Finance from Drexel University, and a Master of Business Administration in International Management from Thunderbird School of Global Management (now part of Arizona State University). Ms. Solomon also currently serves as a member for the Board of Directors for Viavi Solutions Inc. since 2022, and previously served as a member of the Board of Director for Boys and Girls Clubs of Metropolitan Phoenix (non-profit) from 2007 until 2017.

Ms. Solomon will receive compensation for her service as a director (consisting of an annual equity award and annual cash retainer) in accordance with the Company’s non-employee director compensation policy. In connection with her appointment to the Board, the Company expects Ms. Solomon and the Company will also enter into the Company’s standard form indemnification agreement as previously filed.

On January 30, 2025, the Company issued a press release announcing Ms. Solomon’s appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

Document

Exhibit 99.1

Ultra Clean Appoints Joanne Solomon to Board of Directors

HAYWARD, Calif., January 30, 2025 - Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today announced the appointment of Joanne Solomon to serve on its Board of Directors, effective February 3, 2025.

“Joanne brings a great combination of global financial expertise and deep technology industry knowledge, and I'm confident that her perspective will deliver meaningful value as we continue to advance our growth strategy,” said Clarence Granger, Chairman of the Board.

Ms. Solomon possesses more than 35 years of financial and corporate leadership experience, including as Chief Financial Officer for several publicly traded companies. She spent 16 years in increasingly responsible roles at Amkor Technology Inc., one of the world's largest providers of semiconductor packaging and test services, culminating in nine years as its Chief Financial Officer. The first decade of Ms. Solomon's career was with Price Waterhouse, including as Audit Senior Manager. She currently serves as a board member of Viavi Solutions, Inc., a publicly traded company, since February 2022.

Ms. Solomon holds a Bachelor of Science degree in Business Administration with a dual degree in accounting and finance from Drexel University, and a Master of Business Administration in International Management from Thunderbird School of Global Management (now part of Arizona State University).

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services primarily for the semiconductor industry. Under its Products division, UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping, and high-precision manufacturing. Under its Services Division, UCT offers its customers tool chamber parts cleaning and coating, as well as micro-contamination analytical services. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.

Safe Harbor Statement The foregoing information contains, or may be deemed to contain, "forward-looking statements" (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as "anticipates," "projection," "outlook," "forecast," "believes," "plan," "expect," "future," "intends," "may," "will," "estimates," "see," "predicts," "should" and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations about the semiconductor capital equipment market and outlook. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, the Company's actual results may differ materially from the results predicted or implied by these forward-looking statements. These risks, uncertainties and other factors also include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations'' and elsewhere in our annual report on Form 10-K for the year ended December 29, 2023, as filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise unless required by law.

Contact:

Rhonda Bennetto

SVP Investor Relations

rbennetto@uct.com