Our stockholders have expressed broad approval of our compensation programs. At our 20152022 Annual Meeting, of Stockholders, 93%approximately 92% of the votes castshares entitled to vote on the say-on-pay proposal were in favor ofvoted to approve our named executive officer compensation.

InHistorically, we have operated in a highly competitive environment. This past year was no different. It was also a year markedin which we continued to be impacted by the worldwide COVID-19 pandemic, supply chain and transportation issues and reductions in sales to our customers. At the same time, we continued uncertaintyto invest in our marketsnew products and the global economy, as well as highly competitive pricing of our products in our markets leading to pressures on margins,technologies that we strengthened our market position and achieved strongbelieve will drive improved results in key financial metrics that correlate with long-term stockholder value.

Key strategic initiatives and related achievements for 20152022 are listed below:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEEs.NOMINEE.

Our board of directors may establish the authorized number of directors from time to time by resolution. The current authorized number of directors is nine. Our board of directors has set the number of directors at seven, effective corporate governance practices that have greatly aidedas of our long-term success. The Board2022 Annual Meeting of Directors and management have recognized for many years the need for sound corporate governance practices in fulfilling their duties and responsibilities to our stockholders.Stockholders. We describe below our key corporate governance policies that enable us to manage our business in accordance with high ethical standards and in the best interests of our stockholders.

Our Code of Conduct applies to each member of our Board of Directors and to all officers and employees of UEI and our subsidiaries wherever located. Our Code of Conduct contains the general guidelines and principles for conducting UEI's business consistent with the highest standards of business ethics. Under our Code of Conduct, our chief executive officer and chief financial officer and(who is also our principal accounting officerofficer) are responsible for creating and maintaining a culture of high ethical standards and of commitment to compliance throughout our Company to ensure the fair and timely reporting of UEI's financial results and condition.

We encourage our employees to report all violations of Company policies and the law, including incidents of harassment, discrimination or foreign corrupt practices. To assist our employees in complying with their ethical and legal obligations and in reporting suspected violations of laws, policies and procedures, management, at the direction of the Board of Directors, has established an independent, third partythird-party "Ethics Hotline".

All members of the Audit, Compensation and Corporate Governance and Nominating Committees must be independent as defined by the Board’s Director Independence Standards. Members of the Audit Committee and Compensation CommitteeCommittees must also satisfy additional independence requirements, which, among other things, provide that they may not accept, directly or indirectly, any consulting, advisory or other compensatory fees from UEI or any of its subsidiaries other than their director compensation.

Management is responsible for assessing and managing UEI’sUEI's exposure to various risks while the Board of Directors has responsibility for the oversight of risk management. Management has an enterprise risk management process to identify, assess and manage the most significant risks facing UEI, including financial, strategic, operational, litigation, compliance and reputational risks.

The Audit Committee has oversight responsibility to review management’smanagement's risk management process, including the policies and guidelines used by management to identify, assess and manage UEI’sUEI's exposure to risk.risk, including cyber-security risks. The Audit Committee also has oversight responsibility for financial risks. The Board has oversight responsibility for all other risks. Management reviews financial risks with the Audit Committee at least quarterly and reviews its risk management process with the Audit Committee on an ongoing basis. Management reviews various significant risks with the Board throughout the year, as necessary and/or appropriate, and conducts a formal review of its assessment and management of the most significant risks with the Board on an annual basis.

Our internal auditor ("Internal Auditor ("Auditor"), whose appointment and performance is reviewed and evaluated by the Audit Committee and who has direct access to the Audit Committee and is responsible for leading the formal risk assessment and management process within the Company. The Internal Auditor, through consultation with the Company’sCompany's senior management, periodically assesses the major risks facing the Company and works with those executives responsible for managing each specific risk. The Internal Auditor periodically, no less than quarterly, reviews with the Audit Committee the major risks facing the Company and the steps management has taken to monitor and mitigate those risks. The Auditor’sInternal Auditor's risk management report, which is provided in advance of the regularly scheduled Audit Committee meetings, is reviewed by the

entire Audit Committee. The executive responsible for managing a particular risk may also report to the Audit Committee or full Board on how the risk is being managed and mitigated. Throughout the year, the Chair of the Audit Committee provides the Internal Auditor with performance and development-based feedback.

Management's role to identify, assess and manage risk, and the Board’sBoard's role in risk oversight, have been well defined for many years. The Board’sBoard's role in risk oversight has had no significant effect on the Board’sBoard's leadership structure. However, we believe that the Board’sBoard's leadership structure, with Mr. Arling serving as Chairman and Chief Executive Officer and Mr. Mulligan, serving as our Lead Independent Director, enhances the Board’sBoard's effectiveness in risk oversight due to Mr. Arling’stheir combined extensive knowledge of the Company’sCompany's operations and the industries in which we conduct business.

In addition, the Board has delegated to other committees the oversight of risks within their areas of responsibility and expertise. For example, the Compensation Committee oversees the risks associated with the Company’sCompany's compensation practices, including a periodic review of the Company’sCompany's compensation policies and practices for its employees. The Company has determined that its compensation policies do not pose any risks that are reasonably likely to have a material adverse effect on the Company. The Corporate Governance and Nominating Committee oversees the risks associated with the Company’sCompany's overall governance and its succession planning process to understand that the Company has a slate of future, qualified candidates for key management positions.process.

The Board has adopted a process by which stockholders and other interested parties may communicate with members of the Board, the Lead Independent Director, committee chairs or the non-managementindependent directors as a group by regular mail. Any communication by regular mail should be sent to Universal Electronics Inc., 201 E. Sandpointe Avenue, 8th Floor, Santa Ana, California 92707,15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254, to the attention of the applicable director or directors.directors with a copy to the Secretary.

The Board of Directors, has institutedthrough its Corporate Governance and Nominating Committee periodically decides whether to conduct self-assessments of the Board as well as of the Audit, Compensation, and Corporate Governance and Nominating Committees,its various committees, to assist in determining whether the Board and its committees are functioning effectively. During 2015,Due to the size of the Board and itsthe committees, often times these assessments are done informally. During 2022, the Audit Committee completed self-evaluationsits self-evaluation and reviewed and discussed the results. Theresults with the full Board. During 2023, the Corporate Governance and Nominating Committee oversees this evaluation process.will have the full Board and each Committee conduct a formal self-assessment and will discuss each result with the full Board.

We currently have seven directors: one is a Class I Director and six are Class II Directors. A Class I Director is a director who is also an employee of UEI and is elected each year at the Annual Meeting of Stockholders to serve a one-year term and a Class II Director is a director who is not an employee and is elected every even-numbered year at the Annual Meeting of Stockholders to serve a two-year term.

During 2015,2022, the Board formally met 5 times.eight times and acted one time by unanimous written consent. Each director is expected to attend each meeting of the Board and those Committeescommittees on which he or she serves. During 2015,2022, no director attended less than 75% of the aggregate of all Board meetings and meetings of Committeescommittees on which the director served. We encourage each director to attend every Annual Meeting of Stockholders; however, sinceSince attendance by our stockholders at these meetingsour Annual Meetings has historically been via proxy and not in person, we do not require our independent outside directors have not regularly attendedto attend these meetings. At the 20152022 Annual Meeting, of Stockholders, one director,however, in addition to Mr. Arling was present.attending in person, two independent directors attended virtually.

The Board has three standing committees - Audit, Compensation, and Corporate Governance and Nominating. Each committee is composed entirely of independent directors, as determined by the Board in accordance with applicable NASDAQ listing standards and the Board’sBoard's Director Independence Standards. In addition, Audit Committee and Compensation Committee members meet additional heightened independence criteria applicable to audit committeeAudit Committee and compensation committeeCompensation Committee members under applicable NASDAQ and Securities and Exchange Commission (“SEC”("SEC") independence requirements. The table below provides information about the current membership of the Committeescommittees and the number of meetings held in 2015.2022.

The Audit Committee is primarily concerned with the integrity of our financial statements, our compliance with legal and regulatory requirements, the independence, qualification, and qualificationsperformance of the independent auditorregistered public accounting firm and the performance of our internal audit function and independent auditor.Internal Auditor. The Audit Committee’sCommittee's functions include:

The independent registered public accountants and the Internal Auditor each have unrestricted access to the Audit Committee, and the members of the Audit Committee have unrestricted access to each of the independent registered public accountants.accountants and the Internal Auditor.

All of the Audit Committee members are financially literate. The Board has determined that Mr. Zinser is qualified as an audit"audit committee financial expertexpert" within the meaning of applicable SEC regulations.

The Audit Committee reviews our financial reporting process on behalf of the Board of Directors and while management has the primary responsibility for the financial statements and the reporting process, our independent registered public accountants are responsible for expressing an opinion on the conformity of our audited financial statements to accounting principles generally accepted accounting principles,in the United States, in all material respects.

In this context, the Audit Committee hereby reports as follows:

The following individuals served as a member of our Compensation Committee during the fiscal year 2022: Sue Ann R. Hamilton (Chair), Satjiv S. Chahil, Gregory P. Stapleton (until his retirement in June 2022), and Edward K. Zinser, none of who have ever been an executive officer of the Company or had or have a relationship requiring disclosure by the Company under Item 404. Further, none of our executive officers serves or has served on the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

The Corporate Governance and Nominating Committee assists the Board in identifying qualified individuals to become board and committee members, considers matters of corporate governance and assists the board in evaluating the Board’sBoard's effectiveness. Among other things, the committee:Corporate Governance and Nominating Committee:

The Corporate Governance and Nominating Committee will consider director candidates recommended by our stockholders. Stockholders recommending candidates for consideration by the Corporate Governance and Nominating Committee should send their recommendations to our Secretary at Universal Electronics Inc., 201 E. Sandpointe Avenue, 8th Floor, Santa Ana, California 92707.15147 N. Scottsdale Road, Suite H300, Scottsdale, Arizona 85254. The recommendation must include the candidate’scandidate's name, biographical data and qualifications.

Any such recommendation should be accompanied by:

The Board endeavors to have members representing diverse experience at policymaking levels in business, financeCorporate Governance and technology and other areas that are relevant to our global activities. The selection criteria for director candidates include the following:

Committee may employ professional search firms (for which we would pay a fee) to assist in identifying potential Board members with the desired skills and disciplines.

The Company does not maintain a formal diversity policy for Board of Directors values diversitymembership, however, the Board believes that the directors, considered as a factorgroup, should provide a mix of backgrounds, experience, knowledge, and abilities, and as such is committed to be comprised of a diverse selection of individuals who bring their personal and professional experiences to bear in selecting nomineesorder to serve oncreate a constructive debate of competing views and opinions in the boardroom. The Board recognizes that it is through this diversity, not only in background and experience, which the Board defines broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoints, geographic locations, education, skills and believesexpertise, professional and industry experience, and personal characteristics (including age, gender and race/ethnicity) that diversity in its composition may provide significant benefit towill help ensure that the Board best performs its oversight function and more completely represents the diversity of the Company's stockholders, associates, customers, and the Company. Although there is no specific policy on diversity oncommunities in which we operate.

Notwithstanding this belief, in carrying out its duties of reviewing the composition of our Board, the Corporate Governance and Nominating Committee when consideringhas developed specific selection criteria that it employs to assist in identifying candidates for potential admission to the Board with an emphasis on seeking qualified female and other diverse candidates. These criteria include, among other things, candidates possessing:

In addition, each director is required to notify the Chairman and the Chair of the Corporate Governance and Nominating Committee upon a change in principal professional responsibilities. The Corporate Governance and Nominating Committee may consider such change of status in recommending to the Board whether the director should continue serving as a member of the Board. The Board encourages, and we will reimburse the costs associated with, directors participating in continuing director will include such factorseducation. The Board believes that term limits may result in the loss of long-serving directors who over time have developed unique and valuable insights into our business and therefore can provide a significant contribution to the Board.

In considering each director and the composition of the Board of Directors as a whole, the Corporate Governance and Nominating Committee utilizes a diverse experience,group of experiences, qualifications, skills and attributes, including diversity in gender, ethnicity and race, national origin, functional background, executive or professional experience,that the Corporate Governance and international experience.Nominating Committee believes enables a director to make a significant contribution to the Board, UEI and our stockholders.

Non-managementWe compete primarily with technology companies in attracting and retaining our independent directors. The advice of our independent directors has been instrumental in our success. As noted in the overview of director backgrounds above, our current directors have deep experience in technology industries, Silicon Valley innovations and global marketing, telecommunications and subscription services TV, electronic devices manufacturing and marketing, private equity investments in technology, and internet-based consumer services and products. And each time our independent directors have been up for re-election, our stockholders have recognized their value by overwhelmingly approving their re-election.

Consistent with this technology industry context, our Board of Directors has long held the belief that its compensation was initially established in 2004 byfor serving as a votemember of our Board of Directors should be closely tied to the interests of our stockholders, meaning the vast majority of the independent directors' compensation be in equity as opposed to cash, yet be positioned to attract and has been reviewed periodically since thenretain qualified members. When the Compensation Committee last studied independent directors' compensation, it focused on the Company's Peer Group, which is used for assessing executive compensation. The Peer Group consists of companies in the Electronic Equipment & Instruments, Electronic Manufacturing Services, Electronic Components/Household Appliances, and Consumer Electronics industries (see page 35 below for details of the Peer Group). The Compensation Committee also considered recent developments in law, corporate governance, stockholder activism and pay practices regarding board compensation programs generally, compensation trends and best practices, competitive pay levels, stockholder view of independent director compensation practices, effects of recent legal interpretations, and proxy disclosure.

Mr. Arling, who is the Company's Chief Executive Officer and the Company’sCompany's only Class I Director, received no additional compensation for his service as a director during 2015.2022. All directors are reimbursed for travel expenses and other out-of-pocket costs incurred to attend meetings.

For the purposes of meeting this minimum stock ownership requirement, each share of time-based restricted stock unit is considered as a share of common stock. Stock options and shares of unissuedunvested performance-based restricted stock units are not considered towards meeting this requirement.

The Compensation Committee reviews ownership levels of our Directors annually. The requirements for our independent Directors, as well as the average actual ownership levels at December 31, 20152022 of all sixour independent directors, are set forth in the table below. Each

In January 2014, the Board of Directors ratified and adopted the Compensation Committee’s recommendedThe Company has an anti-pledging policy prohibiting all Outsideindependent Directors and executive officers of the Company from holding any shares of the Company’s stock in a margin account and from pledging any such stock as collateral for any loan. In 2015, pursuant toloan or holding Company stock in an account that has margin debt. Hedging the Dodd-Frank Act,Company's stock is generally permitted within prescribed trading windows and otherwise in accordance with the SEC proposed rules requiring disclosure in proxy materialsCompany's Insider Trading Policy.

As required by Section 14A of the Exchange Act, the Company seeks approval, on an advisory basis, from its stockholders of the compensation of its named executive officers as described in the Compensation Discussion and Analysis section beginning on page 2023 and the Summary Compensation Table and supporting tables and information beginning on page 38.37. The Company designed ourits compensation programs to help recruit, retain and motivate key executives to deliver the successful operating, financial, and stockholder value performance expected by ourits investors. The Compensation Committee strongly believes that executive compensation, - both pay opportunities and pay actually realized, - should be tied to Company performance. As illustratedIn 2022, over 77% of our CEO's total compensation was in the accompanying chart, in 2015, 72% of the named executive officers' target total direct compensation consistedform of annual and long-term incentives with 52% was inthat were tied to the formCompany's operating results and stock price. Our Non-CEO NEOs, on average, received approximately 62% of their total 2022 compensation pursuant to the same annual and long-term equity compensation.incentives. At last year’syear's Annual Meeting of Stockholders held on June 11, 2015,7, 2022, the say-on-pay advisory vote was overwhelmingly favorable, with 93%approximately 92% of all votes cast in favorshares entitled to vote voting to approve our named executive officer compensation program. Subject to the outcome of approvingthe stockholder vote on Proposal 3, we expect to hold our next advisory vote on named executive officer compensation program.at our 2024 Annual Meeting of Stockholders.

In deciding how to vote on this proposal, the Board encourages you to read the Compensation Discussion and Analysis section for a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs and the factors considered in making those decisions. In particular, you should consider the following factors, which are more fully discussed in the Compensation Discussion and Analysis:

Accordingly, we are asking our stockholders to vote "FOR" the following resolution:

This advisory vote on executive officer compensation is not binding on us. However, the Board and the Compensation Committee value the opinion of our stockholders. To the extent there is a significant vote against this proposal, we will seek to determine the reasons for our stockholders' concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns when making future named executive officer compensation decisions.

This section provides a description of our executive compensation philosophy, programs and practices, the compensation decisions the Compensation Committee made under those programs and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the following executives who were our named executive officers ("NEOs") in 2015:

Our compensation programs and practices are designed to help recruit, retain and motivate key executives toso that they may deliver the successful operating, financial and stockholder value performance expected by our investors.

The Compensation Committee believes that our compensation program and practices have been instrumentalare consistent with industry standards and the competitive market in which we operate and is generally aimed at supporting achievement of our operating success and performance for stockholders.stockholders over the years. The program emphasizes annual and long-term performance-based incentives so that the vast majority of our NEOs'named executive officers' total compensation is tied to the Company's financial andor long-term stock price performance.

In 2022, over 77% of hisour CEO's total 2015target compensation opportunitywas in the form of annual and long-term incentives that were tied to the Company's operating results andor stock price. TheOur other NEOs as a groupnamed executive officers, on average, received more than 67%approximately 62% of their total 20152022 target compensation opportunity in the same annual and long-term incentives.

The Compensation Committee strongly believes that executive compensation pay opportunities and pay actually realized should be tied to Company performance on an absolute basis, relative to similar technology companies and on competitive pay standards. In addition, realized executive pay should be tied to performance in two key ways: (1) the Company's operating and financial performance and (2) the return to stockholders over time.

Historically, we have operated in a highly competitive environment. This past year was no different. It was also a year markedin which we continued to be impacted by continued uncertaintythe worldwide COVID-19 pandemic, supply chain and transportation issues and reductions in sales to our markets and the global economy, as well as highly competitive pricing of our products in our markets leading to pressures on margins, we consolidated our market position and achieved strong results in key financial metrics that correlate with long-term stockholder value, as reflected in the growth and absolute levels of key results since 2011:customers.