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8-K

UL Solutions Inc. (ULS)

8-K 2025-05-22 For: 2025-05-20
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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): May 20, 2025

___________________________________

UL Solutions Inc.

(Exact name of registrant as specified in its charter)

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Delaware<br><br>(State or other jurisdiction of<br><br>incorporation or organization) 001-42012<br><br>(Commission File Number) 27-0913800<br><br>(I.R.S. Employer Identification Number)
333 Pfingsten Rd<br><br>Northbrook, Illinois 60062
(Address of principal executive offices and zip code)
(847) 272-8800
(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
Class A Common Stock, par value $0.001 per share ULS New York Stock Exchange

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 5.07. Submission of Matters to a Vote of Security Holders.

On May 20, 2025, UL Solutions Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting:

Shares<br>Voted For Shares<br>Voted Withhold Broker<br>Non-Votes
Election of directors
Jennifer F. Scanlon 1,436,919,695 2,118,104 1,690,250
James M. Shannon 1,436,145,836 2,891,963 1,690,250
James P. Dollive 1,432,080,682 6,957,117 1,690,250
Marla C. Gottschalk 1,435,364,474 3,673,325 1,690,250
Friedrich Hecker 1,436,602,747 2,435,052 1,690,250
Charles W. Hooper 1,436,932,831 2,104,968 1,690,250
Kevin J. Kennedy 1,436,829,322 2,208,477 1,690,250
Vikram U. Kini 1,438,818,349 219,450 1,690,250
Sally Susman 1,436,892,029 2,145,770 1,690,250
Michael H. Thaman 1,436,926,550 2,111,249 1,690,250
Elisabeth Tørstad 1,432,291,447 6,746,352 1,690,250
George A.Williams 1,432,227,429 6,810,370 1,690,250 Shares<br>Voted For Shares<br>Voted Against Abstentions
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Ratification of retention of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 1,439,695,470 322,499 710,080 Shares<br>Voted For Shares<br>Voted Against Abstentions Broker<br>Non-Votes
--- --- --- --- ---
Approval, on an advisory basis, of the compensation of the Company’s named executive officers 1,438,546,235 374,149 117,415 1,690,250 1 Year 2 Years 3 Years Abstentions Broker<br>Non-Votes
--- --- --- --- --- ---
Approval, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers 1,438,773,011 2,292 141,501 120,995 1,690,250

Consistent with these results, the Company’s Board of Directors determined that future stockholder advisory votes on named executive officer compensation will be held every one year until the next required advisory vote on the frequency of stockholder advisory votes on named executive officer compensation.

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: May 22, 2025 By: /s/ Ryan D. Robinson
Ryan D. Robinson
Executive Vice President and Chief Financial Officer