01—Abstract
Summary
Summary of the 8-K filed December 5, 2025. Cited figures are marked; the original filing is the authoritative source.
Ubiquiti Inc. reported in this Form 8-K, filed December 5, 2025, that director Ronald A.
Sege passed away on November 30, 2025. Mr. Sege joined the Board in 2012 and at the time of his passing served on the audit and compensation committees and as chair of the nominating and corporate governance committee. The filing states that the Company is no longer compliant with NYSE Listed Company Manual Section 303A.07(a), which requires an audit committee of at least three independent members, because the committees were reduced to two members.
The Company received official notice of non-compliance from the NYSE on December 4, 2025, and expects to appoint an additional independent director to the Board and audit committee as soon as practicable, which would restore compliance. The filing also reports results of the Annual Meeting of Stockholders held on December 4, 2025. Mr. Sege had been a director nominee for re-election and received 57,469,544 votes for and 579,731 withheld, with 1,408,040 broker non-votes.
Because he died before the meeting, the Board did not designate a substitute nominee, and the Class II director seat will remain vacant until the Board appoints a replacement. Stockholders also approved the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 59,437,036 votes for, 12,784 against, and 7,495 abstaining.
For investors, the key takeaways are the governance gap on the audit committee, the expected remediation through a new independent appointment, and the continued vacancy in the Class II board seat. The filing does not discuss any financial results or operational impacts.
02—Key points
Key Highlights
- Director Ronald A. Sege, who served on the audit and compensation committees and chaired the nominating and corporate governance committee, passed away on November 30, 2025.
- The Company is no longer compliant with NYSE Section 303A.07(a) because the audit committee has only two members, below the required minimum of three independent members.
- The Company received official NYSE notice of non-compliance on December 4, 2025, after notifying the NYSE on December 3, 2025.
- The Company expects to appoint a new independent director to the Board and audit committee as soon as practicable, which would restore compliance with the NYSE requirement.
- The Class II director seat will remain vacant until the Board appoints a replacement; the Board did not designate a substitute nominee for the Annual Meeting.
- At the December 4, 2025 Annual Meeting, Mr. Sege received 57,469,544 votes for and 579,731 withheld, and stockholders approved the ratification of KPMG LLP for the fiscal year ending June 30, 2026 with 59,437,036 votes for, 12,784 against, and 7,495 abstaining.
03—Questions
Frequently Asked Questions
Why is Ubiquiti out of compliance with NYSE listing standards?
The NYSE requires an audit committee of at least three members, each independent. Following Mr. Sege's death, the committees were reduced to two members, so the Company no longer meets Section 303A.07(a) of the Listed Company Manual.
How and when will Ubiquiti regain compliance?
The Company expects to appoint an additional member to the Board and audit committee who meets the independence requirements of Rule 10A-3 and Section 303A.02 as soon as practicable. Compliance will be regained upon that appointment.
Will the vacant board seat be filled by a nominee from the annual meeting?
No. Mr. Sege was a director nominee for re-election, but the Board did not designate a substitute nominee. The Class II seat will remain vacant until the Board appoints a replacement director.
Did stockholders approve the auditor?
Yes. Stockholders approved the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 59,437,036 votes for, 12,784 against, and 7,495 abstaining.
Does this filing report any financial results?
No. The filing addresses a board vacancy, an NYSE listing standard deficiency, and the results of the Annual Meeting of Stockholders. It does not include financial results or operational information.
04—Continue