United-Guardian, Inc. Announces 2024 Annual Meeting Details

TL;DR

<b>United-Guardian, Inc. will hold its 2024 virtual Annual Meeting on May 15, 2024, to elect directors and vote on executive compensation and auditor ratification.</b>

AI Summary

UNITED GUARDIAN INC (UG) filed a Proxy Statement (DEF 14A) with the SEC on April 9, 2024. The 2024 Annual Meeting of Stockholders for United-Guardian, Inc. will be held on May 15, 2024, at 10:00 A.M. Eastern Time. The meeting will be conducted virtually via Zoom videoconference; physical attendance is not permitted. Stockholders of record as of April 5, 2024, are entitled to vote. Key agenda items include the election of six directors, advisory votes on executive compensation frequency and amount, and ratification of the independent auditor. Grassi & Co., CPAs P.C. is proposed as the independent registered public accounting firm for fiscal year 2024.

Why It Matters

For investors and stakeholders tracking UNITED GUARDIAN INC, this filing contains several important signals. The virtual format necessitates specific instructions for stockholders to access and participate in the meeting, impacting accessibility for some. The agenda includes critical governance matters such as director elections and advisory votes on executive pay, which directly affect shareholder oversight and company direction.

Risk Assessment

Risk Level: low — UNITED GUARDIAN INC shows low risk based on this filing. The filing is a routine proxy statement detailing an upcoming annual meeting, with no immediate financial or operational performance indicators presented.

Analyst Insight

Stockholders should review the proxy materials to understand the proposals and cast their votes on director elections and executive compensation.

Key Numbers

• May 15, 2024 — Annual Meeting Date (Date of the 2024 Annual Meeting of Stockholders)
• April 5, 2024 — Record Date (Stockholders of record on this date are entitled to vote)
• six (6) — Directors to be Elected (Number of directors to be elected at the meeting)
• 2024 — Fiscal Year End (Fiscal year for which Grassi & Co., CPAs P.C. is proposed as auditor)

Key Players & Entities

• UNITED-GUARDIAN, INC. (company) — Registrant
• Grassi & Co., CPAs P.C. (company) — independent registered public accounting firm
• May 15, 2024 (date) — Annual Meeting date
• April 5, 2024 (date) — Record date for voting eligibility
• 2024 (date) — Fiscal year for auditor appointment

FAQ

Industry Context

United-Guardian, Inc. operates in the cosmetics and toiletries preparations industry, focusing on specialty chemicals and products.

Regulatory Implications

The filing is made under Schedule 14A of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the proxy statement for details on director nominees and executive compensation proposals.
2. Vote shares by the deadline to ensure representation at the virtual Annual Meeting.
3. Ensure proper access and participation in the virtual meeting via Zoom or telephone.

Key Dates

• 2024-05-15: Annual Meeting of Stockholders — Election of directors, advisory votes on executive compensation, and ratification of auditor.
• 2024-04-05: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.

Year-Over-Year Comparison

This filing is a routine proxy statement for the annual meeting and does not provide comparative financial data from a previous filing.

Key Financial Figures

• $0.10 — Company&rsquo;s common stock, par value $0.10 per share (&ldquo;Common Stock&rdquo;),
• $50,000 — s that exceed or are expected to exceed $50,000 in a single calendar year. The policy
• $100,000 — uring 2023, the Company paid Ken Globus $100,000 for consulting services subsequent to h

Filing Documents

• def14a_040824.htm (DEF 14A) — 184KB
• logo.jpg (GRAPHIC) — 7KB
• logo2.jpg (GRAPHIC) — 12KB
• proxy_1.jpg (GRAPHIC) — 1250KB
• proxy_2.jpg (GRAPHIC) — 799KB
• 0001171843-24-001912.txt (&nbsp;) — 3033KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth the shares of the Company&rsquo;s Common Stock (the only class of stock issued and outstanding), owned beneficially by each person who, as of March 31, 2024, is known by the Company to have owned beneficially more than 5% of the outstanding Common Stock. Name and Address of Beneficial Owner Number of Shares Owned Percent of Class Ken Globus c/o United-Guardian, Inc. 230 Marcus Blvd., Hauppauge, NY 11788 1,318,053 (1) 28.7% Dr. Betsee Parker P.O. Box 2198, Middleburg, VA 20118 337,128 (2) 7.3% Mario J. Gabelli One Corporate Center, Rye, NY 10580 261,761 (3) 5.7% 3 (1) Consisting of 279,027 shares held directly in his own name, and another 1,039,026 shares held beneficially as follows: 760,000 shares as joint Trustee of the Alfred Globus Testamentary Trust, as to which he has sole voting rights and shared investment power, and 279,026 shares held by his wife. (2) As of March 31, 2023, based on information provided to the Company by a representative of Dr. Betsee Parker. (3) As of March 15, 2024, based on information provided to the Company by Mr. Gabelli: 38,000 shares are owned by Gabelli Funds, LLC; 67,761 shares by Teton Advisors, Inc.; and 156,000 shares by GAMCO Asset Management Inc. and GAMCO Investors, Inc, each of the forgoing entities are owned by Mr. Gabelli or other related entities. However, none of foregoing individually reported beneficial

SECURITY OWNERSHIP OF MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT The following information is furnished with respect to ownership of shares of Common Stock as of March 31, 2024, by each named executive officer, each director (which includes all nominees for director) and by all directors and executive officers of the Company as a group (9 persons). Except as otherwise indicated, each beneficial Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Ken Globus 1,318,053 (1) 28.7 % Arthur M. Dresner 12,175 (2 ) Lawrence F. Maietta 4,000 (2 ) Peter A. Hiltunen 320 (2 ) Andrew A. Boccone 0 (2 ) S. Ari Papoulias 0 (2 ) Catherine Kolinski 0 (2 ) Andrea Young 0 (2 ) Donna Vigilante 2 (2 ) All Officers and directors as a group (9 persons) 1,334,550 29 % (1) Consisting of 279,027 shares held directly by Ken Globus, and an aggregate 1,039,026 shares held beneficially as follows: 760,000 shares as joint Trustee of the Alfred Globus Testamentary Trust, as to which Mr. Globus has sole voting rights and shared investment power, and 279,026 shares held by his wife. (2) Less than one percent (1%). RELATED PARTY TRANSACTIONS The Company has a policy for the approval of &ldquo;related party&rdquo; transactions. Under the policy, related parties are defined to include executive officers and directors of the Company and their immediate family members, a stockholder owning in excess of 5% of the Company, and entities in which any of the foregoing have a substantial ownership interest or control. The policy applies to any transactions that exceed or are expected to exceed $50,000 in a single calendar year. The policy provides that the Audit Committee will review transactions subject to the policy and decide whether or not to approve or ratify those transactions. In doing so, the Audit Committee will make a determination as to whether the transaction is in the best interests of the Company and i

Gender Identity

Part I. Gender Identity: Male Female Non-Binary Gender Undisclosed Male Female Non-Binary Gender Undisclosed Directors 5 1 - - 5 1 - -

Demographic Background

Part II. Demographic Background African American or Black - - - - - - - - Alaskan Native or Native American - - - - - - - - Asian - - - - - - - - Hispanic or Latinx - - - - - - - - Native Hawaiian or Pacific Islander - - - - - - - - White 5 1 - - 5 1 - - Two or More Races or Ethnicities - - - - - - - - LGBTQ+ - - - - - - - - Did Not Disclose Demographic Background - - - - - - - - Legal Proceedings Involving Directors There were no legal proceedings involving the nominees to the Board in the past ten years. Executive Officers Name and Position with the Company Age Principal Occupation During the Past Five Years Donna Vigilante President Former Vice President, R&D and Technical Services 44 President and Principal Executive Office of the Company from June 2023 to date; Vice President of the Company from May 2020 until June 2023; Research and Development Manager from September 2017 until June 2023; Research and Development chemist from November 2015 until September 2017. Peter A. Hiltunen Senior Vice President- Production & Procurement 65 Senior Vice President of the Company from April 2020 to date; Vice President of the Company from July 2002 to April 2020; Production Manager of the Company since 1982. Andrea Young Principal Financial Officer Controller, Treasurer, and Secretary 55 Secretary of the Company from April 2020 to date; Treasurer and Principal Financial Officer of the Company from May 2018 to date; Controller of the Company from September 2016 to date; Human Resources Manager of the Company from May 2017 to date. Board Leadership Structure The Company is currently led by Donna Vigilante. Formerly, the Company was led by Beatriz Blanco, who served as President from November 2022 through June 2023, and Ken Globus, who served as President from 1988 through October 2022. Mr. Globus has been Chairman of the Board since September 2009. The

View Full Filing

View this DEF 14A filing on SEC EDGAR