ULS 8-K
UL Solutions Inc. (ULS)
8-K
2025-08-14
For: 2025-08-12
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 12, 2025
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code) | ||||||||
( | ||||||||
(Registrant's telephone number, including area code) | ||||||||
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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: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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 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 August 14, 2025, UL Solutions Inc. (the “Company”) announced that Weifang Zhou, the Company’s Executive Vice President and President, Testing, Inspection and Certification, will transition to a non-executive officer role as Executive Vice President, Special Advisor to the Company’s President and Chief Executive Officer, effective as of September 1, 2025 (the “Transition Date”). Mr. Zhou is expected to serve in such role until his retirement on June 30, 2027.
On the Transition Date, Alex Dadakis will succeed Mr. Zhou as the Company’s Executive Vice President and President, Testing, Inspection and Certification. Mr. Dadakis, age 39, has served as the Company’s Executive Vice President, Chief Business Operations and Innovation Officer since January 2025. For additional biographical information for Mr. Dadakis, see “Executive Officer Biographical Information” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2025 (the “2025 Proxy Statement”). There are no arrangements or understandings between Mr. Dadakis and any other person pursuant to which he was selected as the Company’s Executive Vice President and President, Testing, Inspection and Certification. There are no family relationships between Mr. Dadakis and any director or executive officer of the Company. Mr. Dadakis is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
Also on the Transition Date, Gitte Schjøtz will succeed Mr. Dadakis as the Company’s Executive Vice President, Chief Business Operations and Innovation Officer. Ms. Schjøtz will serve as the Company’s principal operating officer in such role. Ms. Schjøtz, age 54, has served as the Company’s Executive Vice President and Chief Operations and Sustainability Officer (formerly Chief Science and Operations Officer and Chief Technical and Operations Officer) since January 2021. For additional biographical information for Ms. Schjøtz, see “Executive Officer Biographical Information” in the 2025 Proxy Statement. There are no arrangements or understandings between Ms. Schjøtz and any other person pursuant to which she was selected as the Company’s Executive Vice President, Chief Business Operations and Innovation Officer. There are no family relationships between Ms. Schjøtz and any director or executive officer of the Company. Ms. Schjøtz is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
On August 12, 2025, (i) the Offer Letter, dated as of June 27, 2012, by and between UL LLC (a wholly owned subsidiary of the Company) and Mr. Zhou, was amended to, among other things, reflect his new title and planned retirement; (ii) the Offer Letter, dated as of December 3, 2024, by and between the Company and Mr. Dadakis, was amended to, among other things, reflect his new title; and (iii) the Amended and Restated Employment Contract, dated as of December 3, 2024, by and between UL International Demko A/S (a wholly owned subsidiary of the Company) and Ms. Schjøtz, was amended to, among other things, reflect her new title (such amendments, collectively, the “Amendments”). There are no modifications to Mr. Zhou’s, Mr. Dadakis’ and Ms. Schjøtz’s respective compensation arrangements in connection with the leadership changes described herein.
The foregoing description of the Amendments is qualified in its entirety by reference to the full text of each of the Amendments, copies of which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto.
Item 7.01. Regulation FD Disclosure
A press release announcing the leadership changes described herein is furnished as Exhibit 99.1 hereto.
The information contained in this Item 7.01 of this current report, including the press release furnished as Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | ||||
| 104 | Cover page interactive data file (embedded with the inline XBRL document) | ||||
Signature
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.
| UL Solutions Inc. | ||||||||
| Date: August 14, 2025 | By: | /s/ Ryan D. Robinson | ||||||
| Ryan D. Robinson | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 10.1
August 12, 2025
Weifang Zhou
Dear Weifang,
This letter memorializes our agreement to modify your existing offer letter with UL Solutions Inc. (the “Company”) dated June 27, 2012, as follows:
1.From September 1, 2025 through June 30, 2027, you will serve as Executive Vice President, Special Advisor to the Company’s President and Chief Executive Officer (the “CEO”). In this role, you will provide strategic guidance and expertise on key priorities and emerging market trends impacting the industry. In performing such role you will assess business landscapes, identify opportunities and risks, and collaborate with stakeholders—including members of the Executive Leadership Team and their teams—to drive alignment and support for strategic initiatives. In addition, you will perform such other duties as may be requested or directed by the CEO from time to time.
2.You will report to the CEO and may be based in either the United States or at the Company’s Asia Headquarters in Singapore, with such business travel as necessary for your role and/or as otherwise reasonably requested by the Company. The role does not include direct report responsibilities and will function within a matrixed team structure. Should you and the CEO mutually agree by February 28, 2026, on Singapore as the location to perform this role, the Company will provide you with an agreement detailing the terms of your secondment, including available relocation and tax assistance benefits, which will be consistent with what the Company provides to other executive level officers pursuant to applicable Company policies.
3.While serving as a Special Advisor to the CEO, your compensation (including but not limited to your base salary and short- and long-term incentive opportunity) will remain at the same level as immediately prior to the change in your role. In such capacity, you will continue to be eligible for severance benefits under the UL Inc. Executive Regular and Change in Control Severance Plan, as you remain an Executive Vice President (EVP) of the Company.
4.Effective as of June 30, 2027, you will retire from employment with the Company and its affiliates. Your termination from employment will be treated as a voluntary “Retirement” for purposes of the Company’s All Employee Incentive Plan, Long-Term Incentive Plan (“LTIP”) and such other plans, programs or arrangements in which you participate as of such date. By entering into this agreement, the LTIP’s requirement of providing 6 months’ notice of intent to retire will be deemed satisfied. During the time you remain employed as Special Advisor to the CEO, you will continue to be eligible for future grants under the LTIP in 2026 and 2027, subject to approval by the Human Capital and Compensation Committee of the Board. For the avoidance of doubt, in the event you retire from the Company as anticipated on June 30, 2027, you will continue to be eligible to vest in any unvested awards pursuant to the terms of the LTIP.
5.Except as expressly modified by this amendment to your June 27, 2012 offer letter, all other terms and conditions of such offer letter remain unchanged and in full force and effect. For the avoidance of doubt, your offer letters or other understandings regarding your employment that were entered into before June 27, 2012 have been superseded and no longer apply.
Sincerely, | I hereby accept the above amendment: | ||||
/s/ Linda Chapin Linda Chapin, EVP & Chief Human Resources Officer | /s/ Weifang Zhou Weifang Zhou | ||||
Date August 12, 2025 | Date August 12, 2025 | ||||
Exhibit 10.2
August 12, 2025
Alex Dadakis
Dear Alex,
This letter memorializes our agreement to modify your existing offer letter with UL Solutions Inc. (the “Company”) dated December 3, 2024, as follows:
1.Effective September 1, 2025, you will serve as the EVP & President of Testing, Inspection, and Certification (“TIC”). In this role, you will continue to report to the Company’s President and Chief Executive Officer and will lead the Company’s TIC business strategy and execution, with a focus on driving performance, operational excellence, and customer success across the TIC portfolio.
2.Except as expressly modified by this amendment to your offer letter, all other terms and conditions of your existing offer letter remain unchanged and in full force and effect. For the avoidance of doubt, your compensation (including but not limited to your base salary and short- and long-term incentive opportunity) will remain at the same level as immediately prior to the change in your role.
Sincerely, | I hereby accept the above amendment: | ||||
/s/ Linda Chapin Linda Chapin EVP & Chief Human Resources Officer | /s/ Alex Dadakis Alex Dadakis | ||||
Date August 12, 2025 | Date August 12, 2025 | ||||
Exhibit 10.3
Amendment to Employment Contract
Between
UL International Demko A/S
Borupvang 5A
2750 Ballerup Denmark
(CVR No. 19 19 55 97)
(hereinafter the "Company")
A wholly owned subsidiary of UL Solutions Inc. ("ULS")
and
Gitte Schjøtz
Søvej 21,
2840 Holte
(hereinafter the "Employee")
RECITALS
The parties agree to the following amendments of Employee’s Amended and Restated Employment Contract that became effective on January 1, 2025 (the “Employment Contract”). This Amendment to Employment Contract will become effective on September 1, 2025.
The Employment Contract is hereby modified by the following provisions, which amend the Employment Contract and, where applicable, replace or supersede existing provisions or terms concerning those subject matters:
1.JOB TITLE
1.1The Employee’s new job title will be: Chief Business Operations and Innovation Officer.
1.2The Employee will be provided with a job description for the position in a separate document.
2.GENERAL
This Amendment Agreement supersedes all previous oral or written understandings or agreements, if any, made by or with the Company regarding the above amendments to the Employment Contract. Further, the Employee acknowledges and agrees that he or she has not, will not and cannot rely on any representations not expressly made herein.
If any portion of this Amendment to Employment Contract or the Employment Contract is held unenforceable, the parties agree that a court of competent jurisdiction may modify the agreement (by adding or removing language) or sever unenforceable provisions in order to render this Amendment to Employment Contract or the Employment Contract enforceable to the fullest extent permitted by law.
The remaining terms of the Employment Contract shall be unaffected by the changes listed above.
Any amendments and/or supplements to this Amendment to Employment Contract must be in writing.
This Amendment Agreement shall be governed by laws of Denmark.
This Employment Contract has been signed and executed in duplicate and the Company and the Employee have received one copy each.
Northbrook, August 12, 2025
UL International Demko A/S: | Gitte Schjøtz: | ||||
/s/ Linda Chapin Linda Chapin, Executive Vice President and Chief Human Resources Officer of UL Solutions Inc., the corporate parent thereof | /s/ Gitte Schjøtz | ||||
Exhibit 99.1
Press Release
UL Solutions Announces Executive Leadership Changes
New leadership roles position the company for ongoing success in the Testing, Inspection and Certification (TIC) industry
NORTHBROOK, Ill. — Aug. 14, 2025 — UL Solutions Inc. (NYSE: ULS), a global leader in applied safety science, today announced key role changes on its Executive Leadership Team, building on the strong momentum achieved during its first year as a publicly traded company.
Effective Sept. 1, Alex Dadakis, currently Chief Business Operations and Innovation Officer (CBOI), will become President of TIC, succeeding Weifang Zhou. Assuming the CBOI role will be Gitte Schjøtz, currently Chief Operations and Sustainability Officer. Zhou will assume a newly created role as Special Advisor to the CEO.
All three will report to President and CEO Jennifer Scanlon along with other current members of the Executive Leadership Team: Chief Financial Officer Ryan Robinson, Chief Human Resources Officer Linda Chapin, Chief Legal Officer Scott D’Angelo and EVP, President of Software & Advisory John Genovesi.
“Our mission of working for a safer, more secure and more sustainable world has never been more relevant as the market continues to evolve rapidly and technological change proliferates across the 35 industries we serve,” Scanlon said. “These enhancements to
our Executive Leadership Team position us well for the future, with a bias toward increased speed and agility to meet and exceed our customers’ needs.”
About UL Solutions
A global leader in applied safety science, UL Solutions (NYSE: ULS) transforms safety, security and sustainability challenges into opportunities for customers in more than 110 countries. UL Solutions delivers testing, inspection and certification services, together with software products and advisory offerings, that support our customers’ product innovation and business growth. The UL Mark serves as a recognized symbol of trust in our customers’ products and reflects an unwavering commitment to advancing our safety mission. We help our customers innovate, launch new products and services, navigate global markets and complex supply chains, and grow sustainably and responsibly into the future. Our science is your advantage.
A global leader in applied safety science, UL Solutions (NYSE: ULS) transforms safety, security and sustainability challenges into opportunities for customers in more than 110 countries. UL Solutions delivers testing, inspection and certification services, together with software products and advisory offerings, that support our customers’ product innovation and business growth. The UL Mark serves as a recognized symbol of trust in our customers’ products and reflects an unwavering commitment to advancing our safety mission. We help our customers innovate, launch new products and services, navigate global markets and complex supply chains, and grow sustainably and responsibly into the future. Our science is your advantage.
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