--- schema_version: "secwatch.filing_event.v1" accession: "0001171843-23-003887" form_type: "8-K" ticker: "UFPT" cik: "0000914156" company_name: "UFP TECHNOLOGIES INC" filed_at: "2023-06-13T23:59:59+00:00" generated_at: "2026-06-14T02:33:25.577000+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # UFP Technologies: stockholders approve charter amendment adding officer exculpation; elect 7 directors ## Summary - Stockholders approved amendment to certificate of incorporation to add officer exculpation per Delaware law and remove Series A Preferred references. - Seven directors elected: Bailly, Oberdorf, Kozin, Croteau, Feldmann, Hassett, Hudson. - Non-binding advisory vote on executive compensation passed: 5,105,276 for, 521,459 against. - Ratification of Grant Thornton LLP as independent auditor for FY2023: 6,159,636 for, 57,886 against. ## SEC filing metadata - accession: 0001171843-23-003887 - form_type: 8-K - ticker: UFPT - cik: 0000914156 - company_name: UFP TECHNOLOGIES INC - filed_at: 2023-06-13T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/914156/000117184323003887/0001171843-23-003887-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/914156/000117184323003887/f8k_061323.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001171843-23-003887 - JSON: https://secwatch.observer/filing/0001171843-23-003887.json - Plain text: https://secwatch.observer/filing/0001171843-23-003887.txt ## Key facts - Governance Changes UFP TECHNOLOGIES INC: Amended and restated the Certificate of Incorporation to add officer exculpation, remove references to Series A Junior Participating Preferred Stock, and make clarifying technical amendments (effective 2023-06-07). - Change: charter amendment - Effective: 2023-06-07 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/914156/000117184323003887/0001171843-23-003887-index.htm - Shareholder Votes UFP TECHNOLOGIES INC shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-07 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-07 source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/914156/000117184323003887/0001171843-23-003887-index.htm - Shareholder Votes UFP TECHNOLOGIES INC shareholders approved Amendment and Restatement of the Company’s Certificate of Incorporation at the 2023-06-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-07 source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/914156/000117184323003887/0001171843-23-003887-index.htm - Shareholder Votes UFP TECHNOLOGIES INC shareholders approved Election of seven nominees for director to serve until the Company's 2024 Annual Meeting at the 2023-06-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-07 source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/914156/000117184323003887/0001171843-23-003887-index.htm - Shareholder Votes UFP TECHNOLOGIES INC shareholders approved Advisory Vote on Executive Compensation at the 2023-06-07 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-07 source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/914156/000117184323003887/0001171843-23-003887-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.