Universal Display : 2024 Notice of Annual Meeting and Proxy Statement

UNIVERSAL DISPLAY CORPORATION

250 Phillips Boulevard

Ewing, New Jersey 08618

PROXY STATEMENT FOR 2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 20, 2024

INFORMATION CONCERNING THIS SOLICITATION

The Board of Directors (or "Board") of Universal Display Corporation ("we," "our," "us" or the "Company") is soliciting proxies for the 2024 Annual Meeting of Shareholders to be held as a virtual meeting via a live webcast on the Internet on Thursday, June 20, 2024, at 10:00 a.m., Eastern Time, at www.virtualshareholdermeeting.com/OLED2024 (the "Annual Meeting"). This proxy statement contains important information for shareholders to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

At the Annual Meeting, our shareholders will be asked to vote upon:

1. the election of ten members of our Board of Directors to hold one-year terms;
2. a proposal to approve an advisory resolution regarding executive officer compensation;
3. a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024; and
4. such other business as may properly come before the meeting or any postponements or adjournments thereof.

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting of Shareholders to be Held on June 20, 2024

This proxy statement and our 2023 Annual Report to Shareholders are available free of charge at ir.oled.com.

PROXY MATERIALS

Our Board of Directors has set April 5, 2024 as the record date for the Annual Meeting (the "Record Date"). As of the Record Date, we had outstanding 47,439,291 shares of common stock and 200,000 shares of Series A Nonconvertible Preferred Stock.

Beginning on or about April 25, 2024, we are sending proxy materials to "registered holders" as of the Record Date. Registered holders are those shareholders whose shares are registered directly in their names with our transfer agent, Equiniti Trust Company LLC.

Beginning on or about April 25, 2024, we are sending a Notice Regarding the Availability of Proxy Materials (the "Notice") to "beneficial owners" of our stock as of the Record Date. Beneficial owners are those shareholders whose shares are held in a stock brokerage account or by a bank or other holder of record; such shareholders are also sometimes referred to as "street name" holders. Beneficial owners may view proxy materials on the Internet and may also request and receive a paper or e-mail copy of the proxy materials by following the instructions provided in the Notice.

We will pay the expenses of these solicitations. Proxies may also be solicited by telephone or in person by some of our officers, directors and regular employees or independent contractors, who will not be specially engaged or compensated for such services.

Our principal executive offices are located at 250 Phillips Boulevard, Ewing, New Jersey 08618. Our general telephone number is (609) 671-0980.

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PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors has fixed the number of directors serving on our Board at ten, all of whom are to be elected at the Annual Meeting. Our Board of Directors, at a meeting on March 4, 2024, unanimously agreed to increase the number of directors on the Board from eight to ten, and to elect Dr. Nigel Brown and Dr. Joan Lau as independent directors to the positions, with such Board increase and election of Dr. Brown and Dr. Lau becoming effective March 4, 2024. Each director elected will serve until our next annual meeting of shareholders and such time as a successor has been selected and qualified, or until the director's earlier death, resignation or removal. Each of our ten director nominees has consented to being nominated and to serve if elected. If any nominee should subsequently decline or be unable to serve, the persons named in the proxy will vote for the election of such substitute nominee as shall be determined by them in accordance with their best judgment.

Pursuant to our Amended and Restated Articles of Incorporation, the holder of our Series A Nonconvertible Preferred Stock is entitled to nominate and elect two of the members of our Board of Directors. The holder of the Series A Nonconvertible Preferred Stock has waived this right with respect to the election of directors at the Annual Meeting.

All ten nominees are presently members of our Board of Directors whose terms expire at the Annual Meeting. We recommend voting "FOR" the nominees set forth below. The experience, qualifications, attributes and skills set forth next to each nominee's name have led our Board of Directors to conclude that these nominees should serve as members of our Board.

Nominees For Election as Directors

oversight and advisory roles for various organizations. He was Corporate Vice President of Covance, Inc. where he executed numerous transactions including the strategic sale of Covance to LabCorp (NYSE: LH) in 2014.

Dr. Brown's more than 25 years of experience in leadership and strategy in the pharmaceutical, biotechnology and contract research industries allows him to bring a diverse combination of business, technical and strategic knowledge and skills to the Board. His membership on the board of another public company also enables him to share best practices observed from this experience.

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Vote Required and Recommendation of our Board of Directors

Each director will be elected if a majority of the votes cast by all shareholders, voting as a single class, are "FOR" election with respect to that director. Abstentions on this proposal are not considered "votes cast" and will have no effect on the outcome of the vote. Similarly, broker non-votes are not considered "votes cast" with respect to this proposal and, therefore, will have no effect on the outcome of the vote. Shareholders do not have cumulative voting rights with regard to the election of members of our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR.

Director Independence

Our Board of Directors has established a Nominating & Corporate Governance ("NCG") Committee, whose duties include, among others, making recommendations for approval to the full Board of Directors with regard to director independence. The current members of the NCG Committee are Ms. Joseph (Chair), Ms. Comparin, Ms. Gemmill, and Mr. Lacerte. Each member of our NCG Committee is an independent director under the Nasdaq Stock Market ("Nasdaq") listing requirements. Our NCG Committee operates pursuant to a written charter that was last reviewed by the NCG Committee and approved by our Board of Directors on April 2, 2024. A copy of the charter is publicly available through the "Shareholders - Corporate Governance" section of our website at www.oled.com.

After the NCG Committee makes its recommendations to the Board of Directors with regard to director independence, our Board of Directors considers and approves these recommendations. In so doing, the Board of Directors has determined that a majority of its members are "independent directors" within the meaning of applicable Nasdaq listing requirements. Our independent directors are Dr. Brown, Ms. Comparin, Mr. Elias, Ms. Gemmill, Mr. Hartley, Ms. Joseph, Mr. Lacerte and Dr. Lau. In addition, based on these listing requirements, our Board of Directors has determined that Mr. Abramson is not an independent director because he is an officer of the Company and Mr. Rosenblatt is not an independent director because he retired as an officer of the Company on December 30, 2022.

Our independent directors meet in executive session on a periodic basis in connection with regularly-scheduled meetings of the full Board of Directors, as well as in their capacity as members of our Audit, Human Capital, Environmental & Social Responsibility ("ESR"), Investment, and NCG Committees, as applicable.

In evaluating director independence, the disinterested members of our NCG Committee and the Board of Directors considered our relationship with Exponent Technologies, Inc. ("Exponent"). Exponent is a provider of information system services for payroll, benefits and human resources management. Mr. Lacerte was Chairman of the Board of Directors and Chief Executive Officer of Exponent. For 2023, we paid a total of approximately $97,237 to Exponent in connection with its provision of these services to us. This amount is well below the threshold for director independence under the Nasdaq listing requirements. There being no other factors suggesting that this relationship might impair Mr. Lacerte's independence, the disinterested members of our NCG Committee and the Board of Directors concluded that Mr. Lacerte should be treated as an independent director.

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Board and Committee Meetings; Annual Meeting Attendance

In 2023, our Board of Directors held ten meetings, our Audit Committee held five meetings, our Human Capital Committee held seven meetings, our NCG Committee held five meetings, our ESR Committee held four meetings, and our Investment Committee held two meetings. All members of the Board of Directors (or of the applicable committee of the Board) attended at least 75% of these meetings in the aggregate.

All incumbent directors and nominees for election as director are encouraged, but not required, to attend our annual meetings of shareholders. All of the current members of our Board of Directors who were members of the Board in 2023 attended our Annual Meeting of Shareholders in 2023.

Director Nominations

The duties of our NCG Committee include, among others, recommending to the full Board of Directors candidates for election and reelection as directors. The NCG Committee recommends candidates for election as directors, and the Board of Directors then approves the candidates who will be nominated to stand for election. In nominating candidates for election as directors, both our NCG Committee and our full Board of Directors consider the skills, experience, character, commitment and diversity of background of each potential nominee, all in the context of the requirements of our Board of Directors at that point in time. With respect to their consideration of diversity of background, neither our NCG Committee nor our full Board of Directors has a formal policy of assessing diversity with respect to any particular qualities or attributes. Each candidate should be an individual who has demonstrated integrity and ethics, has an understanding of the elements relevant to the success of a publicly-traded company, and has established a record of professional accomplishment in such candidate's chosen field. Each candidate also should be prepared to participate in all Board and committee meetings that he or she attends and should not have other personal or professional commitments that might reasonably be expected to interfere with or limit such candidate's ability to do so. Additionally, in determining whether to recommend a director for re-election, the director's past attendance at Board and committee meetings is considered.

Our Board of Directors has no stated specific, minimum qualifications that must be met by candidates for election as directors. However, in accordance with U.S. Securities and Exchange Commission ("SEC") rules and applicable Nasdaq listing requirements, at least one member of our Board of Directors is expected to meet the criteria for an "audit committee financial expert" as defined by SEC rules, and a majority of the members of the Board are expected to meet the definition of "independent director" within the meaning of SEC rules and applicable Nasdaq listing requirements.

Any shareholder of record entitled to vote in the election of directors at an annual or special meeting of our shareholders may nominate one or more persons to stand for election to the Board at such meeting in accordance with the requirements of our Amended and Restated Bylaws. In order to be considered by our Board of Directors in connection with the nominations process for our 2025 Annual Meeting of Shareholders, all such director nominations must be received by our Secretary at our principal executive offices by February 20, 2025. Each such submission must be in writing and must comply with the notice, information and consent provisions contained in our Amended and Restated Bylaws. In addition, each such submission must include any other information required by Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Submissions should be addressed to our Secretary at the following address: Universal Display Corporation, 250 Phillips Boulevard, Ewing, New Jersey 08618.

Our NCG Committee will consider all candidates identified by shareholders through the processes described above, and will evaluate each of them, including incumbent directors, based on the same criteria and make a recommendation to the full Board of Directors relating to all candidates for director. Although we have no formal policy regarding shareholder nominees, our Board of Directors believes that shareholder nominees should be viewed in substantially the same manner as other nominees. The consideration of any candidate for director will be based on an assessment of the individual's background, skills and abilities, together with an assessment of whether such characteristics qualify the individual to fulfill the needs of our Board of Directors at that time.

Board Leadership Structure

Our Board is currently composed of ten directors - eight independent directors and two directors who are or recently were executive officers of the Company. We believe that the overlap between our Board of Directors and executive management has been advantageous to us, as we have benefited from strong, clear, consistent and cohesive leadership. Since December 2007, our Board of Directors has had a leadership structure in which the Board's Chair and our Chief Executive Officer are different persons.

In June 2023, Mr. Rosenblatt assumed the role of Board Chair from Ms. Gemmill, and Ms. Gemmill resumed the role of our lead independent director, a position she previously held from February 2018 to June 2022. As Lead Independent Director, Ms. Gemmill promotes strong, independent oversight of the Company's management and affairs, undertaking activities such as developing agendas for and chairing executive sessions of the Board, acting as a liaison between the independent directors and the Board Chair, and engaging with shareholders as part of the Company's shareholder outreach efforts.

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Our independent directors meet in executive session on a periodic basis in connection with regularly-scheduled meetings of the full Board of Directors, as well as in their capacity as members of our Audit, Human Capital, ESR, Investment, and NCG Committees. Members of our Board of Directors, who all actively participate in Board activities and meetings, are able to propose items for inclusion on Board meeting agendas, and our Board meetings include time for discussion of items not on the formal agenda.

Each of our directors is a sophisticated and seasoned businessperson, experienced in board processes and knowledgeable regarding matters of corporate governance, and has substantial leadership experience in his or her field. For additional information about the backgrounds and qualifications of our directors, see above under the heading "Nominees For Election as Directors."

Pursuant to the Nasdaq's Board Diversity Rules, below is the Company's Board Diversity Matrix outlining diversity statistics regarding our Board of Directors. In addition to gender and demographic diversity, we also recognize the value of other diverse attributes that directors may bring to our Board of Directors, including as veterans of the U.S. Military. We are proud to report that of our ten current directors, two are also military veterans.

Board Diversity Matrix (As of April 2, 2024)

Audit Committee

Our Board of Directors has established a standing Audit Committee. The current members of our Audit Committee are Ms. Comparin (Chair), Mr. Elias, Ms. Gemmill, Mr. Hartley, and Mr. Lacerte.

Our Audit Committee operates pursuant to a written charter that complies with the applicable provisions of the Sarbanes-Oxley Act of 2002 and related rules of the SEC and Nasdaq listing standards. The Audit Committee Charter was last reviewed by our Audit Committee and approved by our Board of Directors on April 2, 2024 and a copy of the charter is publicly available through the "Shareholders - Corporate Governance" section of our website at www.oled.com.

According to its charter, our Audit Committee is responsible for, among other things:

• reviewing our financial statements and discussing these statements and other relevant financial matters with management and our independent registered public accounting firm;
• selecting and evaluating our independent registered public accounting firm and approving all audit engagement fees and terms;
• pre-approvingall audit and non-audit services provided to us, including the scope of such services, the procedures to be utilized and the compensation to be paid;
• assessing the effectiveness of our internal control system, including with respect to information technology security, and discussing this assessment with management and our independent registered public accounting firm;
• overseeing and reviewing the adequacy and effectiveness of our cybersecurity, information and technology security, and data protection programs, procedures, and policies;
• reviewing our financial reporting and accounting standards and principles, significant changes in these standards and principles, or in their application, and key accounting decisions affecting our financial statements, including alternatives to, and the rationale for, these decisions;
• discussing with management and our independent registered public accounting firm, as appropriate, our risk assessment and risk management policies, including our major exposures to financial risk and the steps taken by management to monitor and mitigate these exposures; and

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