UFP Technologies: stockholders approve charter amendment adding officer exculpation; elect 7 directors

On June 7, 2023, UFP Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved to amend and restate the Company’s Certificate of Incorporation (the “Certificate of Incorporation,” and as amended, the “Amended and Restated Certificate of Incorporation”), to (i) add a provision exculpating certain of the Company’s officers from liability in specific circumstances, as permitted by Delaware law, (ii) remove all references to Series A Junior Participating Preferred Stock and (iii) make clarifying technical amendments to certain definitions therein.

Proposal No. 4. Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, by the votes set forth in the table below:

Proposal No. 3. Amendment and Restatement of the Company’s Certificate of Incorporation. The stockholders approved to amend and restate the Company’s Certificate of Incorporation, to (i) provide for limited exculpation to the Company’s officers, (ii) remove all references to Series A Junior Participating Preferred Stock and (iii) make clarifying technical amendments to certain definitions therein by the votes set forth in the table below:

Proposal No. 1. Election of Directors. The stockholders elected seven nominees for director to serve until the Company’s 2024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, by the votes set forth in the table below:

Proposal No. 2. Advisory Vote on Executive Compensation. The stockholders approved a non-binding advisory resolution to approve executive compensation, as described in the Proxy Statement, by the votes set forth in the table below: