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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 Universal Display Corp./PA 10-K 12/31/23 122:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.97M
2: EX-10.10 Material Contract HTML 83K
3: EX-10.12 Material Contract HTML 72K
4: EX-10.13 Material Contract HTML 77K
5: EX-21 Subsidiaries List HTML 34K
6: EX-23.1 Consent of Expert or Counsel HTML 33K
11: EX-97 Clawback Policy re: Recovery of Erroneously HTML 53K
Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
13: R1 Document and Entity Information HTML 106K
14: R2 Consolidated Balance Sheets HTML 148K
15: R3 Consolidated Balance Sheets (Parenthetical) HTML 77K
16: R4 Consolidated Statements of Income HTML 123K
17: R5 Consolidated Statements of Comprehensive Income HTML 74K
18: R6 Consolidated Statements of Comprehensive Income HTML 43K
(Parenthetical)
19: R7 Consolidated Statement of Shareholders' Equity HTML 104K
20: R8 Consolidated Statements of Cash Flows HTML 121K
21: R9 Consolidated Statements of Cash Flows Non-Cash HTML 46K
Activities
22: R10 Business HTML 40K
23: R11 Summary of Significant Accounting Policies HTML 92K
24: R12 Cash, Cash Equivalents and Investments HTML 156K
25: R13 Fair Value Measurements HTML 89K
26: R14 Inventory HTML 50K
27: R15 Property and Equipment HTML 60K
28: R16 Goodwill and Intangible Assets HTML 100K
29: R17 Other Assets HTML 53K
30: R18 Leases HTML 81K
31: R19 Accrued Expenses HTML 57K
32: R20 Research and License Agreements With Academic HTML 41K
Partners
33: R21 Other Liabilities HTML 49K
34: R22 Equity and Cash Compensation Under the Ppg HTML 42K
Agreements
35: R23 Shareholders' Equity HTML 45K
36: R24 Accumulated Other Comprehensive Loss HTML 114K
37: R25 Stock-Based Compensation HTML 120K
38: R26 Employee Retirement Plans HTML 141K
39: R27 Commitments and Contingencies HTML 44K
40: R28 Concentration of Risk HTML 101K
41: R29 Income Taxes HTML 193K
42: R30 Revenue Recognition HTML 102K
43: R31 Net Income Per Common Share HTML 87K
44: R32 Summary of Significant Accounting Policies HTML 146K
(Policies)
45: R33 Cash, Cash Equivalents and Investments (Tables) HTML 154K
46: R34 Fair Value Measurements (Tables) HTML 85K
47: R35 Inventory (Tables) HTML 49K
48: R36 Property and Equipment (Tables) HTML 57K
49: R37 Goodwill and Intangible Assets (Tables) HTML 83K
50: R38 Other Assets (Tables) HTML 52K
51: R39 Leases (Tables) HTML 83K
52: R40 Accrued Expenses (Tables) HTML 56K
53: R41 Other Liabilities (Tables) HTML 48K
54: R42 Accumulated Other Comprehensive Loss (Tables) HTML 112K
55: R43 Stock-Based Compensation (Tables) HTML 80K
56: R44 Employee Retirement Plans (Tables) HTML 128K
57: R45 Concentration of Risk (Tables) HTML 104K
58: R46 Income Taxes (Tables) HTML 191K
59: R47 Revenue Recognition (Tables) HTML 96K
60: R48 Net Income Per Common Share (Tables) HTML 82K
61: R49 BUSINESS - Additional Information (Details) HTML 35K
62: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 81K
Additional Information (Details)
63: R51 CASH, CASH EQUIVALENTS AND INVESTMENTS - Schedule HTML 48K
of Cash, Cash Equivalents (Details)
64: R52 CASH, CASH EQUIVALENTS AND INVESTMENTS - Schedule HTML 64K
of Investments (Details)
65: R53 CASH, CASH EQUIVALENTS AND INVESTMENTS - HTML 45K
Additional Information (Details)
66: R54 FAIR VALUE MEASUREMENTS - Schedule of Fair Value, HTML 55K
Assets and Liabilities Measured on Recurring Basis
(Details)
67: R55 FAIR VALUE MEASUREMENTS - Additional Information HTML 36K
(Details)
68: R56 INVENTORY - Schedule of Inventory (Details) HTML 43K
69: R57 INVENTORY - Additional Information (Details) HTML 35K
70: R58 Property and Equipment (Details) HTML 53K
71: R59 Property and Equipment - Additional Information HTML 43K
(Details)
72: R60 GOODWILL AND INTANGIBLE ASSETS - Schedule of HTML 54K
Acquired Technology (Details)
73: R61 GOODWILL AND INTANGIBLE ASSETS - Acquired HTML 84K
Technology - Additional Information (Details)
74: R62 GOODWILL AND INTANGIBLE ASSETS - Other Intangible HTML 72K
Assets - Additional Information (Details)
75: R63 GOODWILL AND INTANGIBLE ASSETS - Schedule of Other HTML 54K
Intangible Assets (Details)
76: R64 OTHER ASSETS - Schedule of Other Assets (Details) HTML 48K
77: R65 LEASES- Additional Information (Details) HTML 46K
78: R66 LEASES - Summary of Operating Lease Cost and HTML 40K
Supplemental Cash Flow Information Related to
Operating Leases (Details)
79: R67 LEASES - Schedule Of Operating Lease Right of Use HTML 44K
Assets and Liabilities (Details)
80: R68 LEASES - Schedule of Weighted Average Assumptions HTML 38K
Used to Compute Right-of-use Assets and Lease
Liabilities (Details)
81: R69 LEASES - Schedule of Undiscounted Future Minimum HTML 53K
Lease Payments Having Non-cancelable Lease Terms
(Details)
82: R70 ACCRUED EXPENSES - Schedule of Accrued Expenses HTML 50K
(Details)
83: R71 RESEARCH AND LICENSE AGREEMENTS WITH ACADEMIC HTML 45K
PARTNERS- Additional Information (Details)
84: R72 OTHER LIABILITIES - Summary of Other liabilities HTML 46K
(Details)
85: R73 EQUITY AND CASH COMPENSATION UNDER THE PPG HTML 45K
AGREEMENTS - Additional Information (Details)
86: R74 SHAREHOLDERS' EQUITY - Additional Information HTML 88K
(Details)
87: R75 ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of HTML 77K
Accumulated Other Comprehensive Loss (Details)
88: R76 ACCUMULATED OTHER COMPREHENSIVE LOSS - Schedule of HTML 37K
Accumulated Other Comprehensive Loss
(Parenthetical) (Details)
89: R77 STOCK-BASED COMPENSATION - Equity Compensation HTML 49K
Plan - Additional Information (Details)
90: R78 STOCK-BASED COMPENSATION - Equity Instruments HTML 77K
Other Than Options (Details)
91: R79 STOCK-BASED COMPENSATION - Equity Instruments HTML 110K
Other Than Options - Additional Information
(Details)
92: R80 STOCK-BASED COMPENSATION - Employee Stock Purchase HTML 71K
Plan - Additional Information (Details)
93: R81 STOCK-BASED COMPENSATION - Deferred Compensation HTML 42K
Arrangement - Additional Information (Details)
94: R82 EMPLOYEE RETIREMENT PLANS - Additional Information HTML 78K
(Details)
95: R83 EMPLOYEE RETIREMENT PLANS - Information Relating HTML 62K
to the Company's Plan (Details)
96: R84 EMPLOYEE RETIREMENT PLANS - Components of Net HTML 58K
Periodic Pension Cost (Details)
97: R85 EMPLOYEE RETIREMENT PLANS - Assumptions Used to HTML 38K
Determine Benefit Obligation (Details)
98: R86 EMPLOYEE RETIREMENT PLANS - Assumptions Used to HTML 38K
Determine Net Periodic Pension Cost (Details)
99: R87 EMPLOYEE RETIREMENT PLANS - Amounts to be HTML 40K
Amortized from Accumulated Other Comprehensive
Loss into Net Periodic Pension Cost in Next Fiscal
Year (Details)
100: R88 EMPLOYEE RETIREMENT PLANS - Benefit Payments HTML 48K
Expected to be Paid (Details)
101: R89 COMMITMENTS AND CONTINGENCIES - Additional HTML 52K
Information (Details)
102: R90 CONCENTRATION OF RISK - Revenues and Accounts HTML 52K
Receivable From Our Largest Customers (Details)
103: R91 CONCENTRATION OF RISK - Additional Information HTML 45K
(Details)
104: R92 CONCENTRATION OF RISK - Revenues by Geographic HTML 55K
Area (Details)
105: R93 CONCENTRATION OF RISK - Long-Lived Assets (Net) by HTML 42K
Geographic Area (Details)
106: R94 INCOME TAXES - Components of Income (Loss) before HTML 44K
Income Taxes (Details)
107: R95 INCOME TAXES - Components of Income Tax Expense HTML 60K
(Details)
108: R96 INCOME TAXES - Reconciliation of the Statutory HTML 61K
U.S. Federal Tax Rate to the Effective Tax Rate
(Details)
109: R97 INCOME TAXES - Tax Loss and Tax Credit HTML 46K
Carryforwards (Details)
110: R98 INCOME TAXES - Significant Components of Deferred HTML 71K
Tax Assets and Liabilities (Details)
111: R99 INCOME TAXES - Additional Information (Details) HTML 54K
112: R100 REVENUE RECOGNITION - Additional Information HTML 50K
(Details)
113: R101 REVENUE RECOGNITION - Schedule of Assets and HTML 51K
Liabilities Associated with Contracts from
Customers (Details)
114: R102 REVENUE RECOGNITION - Summary of Significant HTML 56K
Changes in Unbilled Receivables and Deferred
Liabilities Balances (Details)
115: R103 NET INCOME PER COMMON SHARE - Schedule of Earnings HTML 83K
Per Share (Details)
116: R104 NET INCOME PER COMMON SHARE - Additional HTML 36K
Information (Details)
117: R105 Quarterly Supplemental Financial Data (Unaudited) HTML 68K
(Details)
119: XML IDEA XML File -- Filing Summary XML 229K
122: XML XBRL Instance -- oled-20231231_htm XML 3.50M
118: EXCEL IDEA Workbook of Financial Report Info XLSX 224K
12: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.79M
Linkbases Document -- oled-20231231
120: JSON XBRL Instance as JSON Data -- MetaLinks 682± 1.09M
121: ZIP XBRL Zipped Folder -- 0000950170-24-018765-xbrl Zip 606K
| EX-97 |
Exhibit 97
UNIVERSAL DISPLAY CORPORATION
COMPENSATION RECOUPMENT POLICY
The Board of Directors (“Board”) of Universal Display Corporation (the “Company”), based on the recommendation of its Human Capital Committee (the “Committee”), has adopted this Compensation Recoupment Policy (this “Policy) to implement a mandatory clawback policy if a Restatement in compliance with the Applicable Rules (each as defined below) occurs. This Policy is in addition to the discretionary clawback policies that have been previously adopted in connection with Senior Officers grants of incentive and performance based awards.
Any capitalized terms used but not immediately defined in this Policy shall have the meanings set forth in Section II.
The Committee shall administer this Policy and make all related determinations, in its sole discretion, with respect to this Policy, provided that the Committee interprets this Policy in a manner consistent with the requirements of the Applicable Rules.
Notwithstanding the foregoing, subject to the Applicable Rules, the Board, in its discretion, may assume any or all powers and authority of the Committee with respect to administration of Section VIII of this Policy, in which case references to the Committee shall be deemed to include the Board, as applicable.
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If the Company is required to prepare a Restatement, the Company shall reasonably promptly recover the amount, as calculated pursuant to this Section IV, of any erroneously awarded Incentive-Based Compensation that is Received by any Senior Officer during the Recovery Period. The amount of erroneously awarded Incentive-Based Compensation subject to this Policy will be the excess of the amount of Incentive-Based Compensation that is Received by the Senior Officer (whether in cash or shares) based on the erroneous data in the original financial statements over the amount of Incentive-Based Compensation (whether in cash or in shares) that the Senior Officer would have Received had such Incentive-Based Compensation been based on the restated results, without respect to any tax liabilities that the Senior Officer incurred or paid in respect of such Incentive-Based Compensation.
Other than as set forth in Section VIII, recovery of any erroneously awarded compensation under this Policy is not dependent on fraud or misconduct by any Senior Officer in connection with a Restatement.
Without limiting the foregoing, for Incentive-Based Compensation based on the Company’s stock price or total stockholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Restatement, (i) the amount shall be based on the Company’s reasonable estimate of the effect of the Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was Received and (ii) the Company shall maintain documentation of the determination of that reasonable estimate and provide such estimate to Nasdaq.
In addition to the foregoing, in the event that a Senior Officer fails to repay or reimburse erroneously awarded compensation that is subject to recovery, the Committee may require a Senior Officer to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering erroneously awarded compensation under this Policy.
This Policy covers all Senior Officers at any time during the Recovery Period who have Received Incentive-Based Compensation. Incentive-Based Compensation shall not be recovered under this Policy to the extent Received by any person before the date the person served as a Senior Officer. Subsequent changes in a Senior Officer’s employment status, including retirement or termination of employment, do not affect the Company’s right or obligation to recover Incentive-Based Compensation under this Policy.
For the avoidance of doubt, and subject to Section VIII hereof, this Policy shall apply to Incentive-Based Compensation that is Received by any Senior Officer on or after October 2, 2023 (the “Nasdaq Rule Effective Date”) and that results from the attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Nasdaq Rule Effective Date. For the avoidance of
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doubt, this will include Incentive-Based Compensation that may have been approved, awarded, or granted to a Senior Officer on or before the Nasdaq Rule Effective Date if such Incentive-Based Compensation is Received after the Nasdaq Rule Effective Date.
No recovery of Incentive-Based Compensation shall be required if any of the following conditions are met, and the Committee determines that recovery would be impracticable on such basis:
The Company shall make all required disclosures and filings with the Regulators with respect to this Policy in accordance with the requirements of the Applicable Rules, and any other requirements applicable to the Company, including any disclosures required in connection with SEC filings.
In a Clawback Event, subject to applicable law, the Committee may take any such actions as it deems necessary or appropriate, including, without limitation:
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In addition, the Committee may authorize legal action for breach of fiduciary duty or other violation of law and take such other actions to enforce the Senior Officer’s obligations to the Company as the Committee deems appropriate.
The Company shall not indemnify any current or former Senior Officer against the loss of erroneously awarded compensation and shall not pay or reimburse any Senior Officer for premiums incurred or paid for any insurance policy to fund such Senior Officer’s potential recovery obligations.
Any right of recoupment under this Policy is in addition to, and not instead of, any other remedies or rights of recoupment that may be available to the Company under (a) the Universal Display Corporation Equity Compensation Plan, as amended, any other incentive plan of the Company or any of its subsidiaries or affiliates, and any amendments or successor plans to the foregoing; and (b) the terms of any similar policy or provision in any employment agreement, compensation agreement or arrangement, or similar agreement and any other legal remedies available to the Company.
In addition to recovery of compensation as provided for in this Policy:
The Company may take any and all other actions as it deems necessary, appropriate, and in the Company’s best interest in connection with a Clawback Event, including termination of a Senior Officer’s employment and initiating legal action against a Senior Officer, and nothing in this Policy limits the Company’s rights to take any such or other appropriate actions.
Nothing herein shall restrict or limit the Committee’s discretion to require the return, repayment, recoupment, or forfeiture of any equity-based performance and incentive compensation payment or award, including, without limitation, Time-Based/Bonus Compensation, made or granted to any current or former Senior Officer under the Universal Display Corporation Equity Compensation Plan, as
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amended, any other incentive plan of the Company or any of its subsidiaries or affiliates, and any amendments or successor plans to the foregoing.
The Board, based on the recommendation of the Committee, may amend this Policy at any time for any reason, subject to any limitations under the Applicable Rules. The Board may terminate this Policy at any time that the Applicable Rules are no longer applicable to the Company.
This Policy shall be binding and enforceable against all Senior Officers and their beneficiaries, heirs, executors, administrators, or other legal representatives.
This Policy shall be effective as of December 1, 2023 (the “Policy Effective Date”). For the avoidance of doubt, the terms of this Policy shall apply to any Incentive-Based Compensation that is Received by any Senior Officer on or after the Nasdaq Rule Effective Date, even if such Incentive-Based Compensation was approved, awarded, granted, or paid to such Senior Officer prior to the Policy Effective Date. Without limiting the generality of Section IX hereof, and subject to applicable law, the Committee may effect recovery under this Policy from any amount of compensation approved, awarded, granted, payable, or paid to any Senior Officer prior to, on, or after the Policy Effective Date.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/22/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 12/1/23 | ||||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||