ueic-20250714

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2025

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UNIVERSAL ELECTRONICS INC.

(Exact name of Registrant as specified in its charter)

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Delaware	0-21044	33-0204817
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254-2494

(Address of principal executive offices and zip code)

(Registrant’s telephone number, including area code)

_______________________________________

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 Symbols	Name of each exchange on which registered
Common Stock, par value $0.01 per share	UEIC	Nasdaq Global Select Market

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 Securities 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 5.02 Departure of Directors or Certain Officers; Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 14, 2025, the board of directors (the "Board") of Universal Electronics Inc. (the "Company") unanimously appointed Richard K. Carnifax, the Company's Chief Operating Officer, as Interim Chief Executive Officer and as principal executive officer of the Company, effective immediately.

Richard K. Carnifax, age 38, has served as the Company’s Chief Operating Officer since May 2025. Mr. Carnifax joined the Company in May 2020 as Vice President, Global Supply Chain; in July 2022, he was promoted to Vice President, Operations, and in February 2023, he was promoted to Senior Vice President, Global Operations. Prior to joining the Company, from March 2019 until May 2020, Mr. Carnifax was the Chief Operating Officer at Cast Nylons, a privately held manufacturer and distributor of cast nylon stock shapes and custom cast parts, and was Vice President, Operations at Cast Nylons from November 2017 until March 2019. From November 2015 until September 2017, he held various operational roles at Air Enterprises, a privately held manufacturer of specialty air handling equipment. Prior to joining Air Enterprises, Mr. Carnifax spent four years scheduling and planning materials for Howden, a provider of high-quality air and gas handling products and services to the power, oil and gas, mining and petrochemical industries. Mr. Carnifax holds a Bachelor of Arts in Political Science and a Master of Arts in International Relations/Business from the University of Akron.

There is no arrangement or understanding between Mr. Carnifax and any other person pursuant to which he was selected as an officer of the Company. Additionally, there are no family relationships between Mr. Carnifax and any of the Company’s directors or executive officers, and Mr. Carnifax has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Carnifax will not receive any additional compensation for assuming these interim roles, and no changes will be made to his employment agreement in connection with this appointment.

Also on July 14, 2025, directors John Mutch and Michael D. Burger were appointed as members of the Audit Committee of the Board, in place of William C. Mulligan and Romulo C. Pontual. Edward K. Zinser will continue to serve as chair of the Audit Committee.

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.


						Universal Electronics Inc.

Date: July 15, 2025						By: /s/ Bryan M. Hackworth
						Bryan M. Hackworth
						Chief Financial Officer
						(Principal Financial Officer)