Document

DEF 14A 1 ubiquiti-2021proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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UBIQUITI INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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			Ubiquiti Inc.


			Robert J. Pera
			Chief Executive Officer and Chairman of the Board
			New York, New York


TABLE OF CONTENTS
			Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			8
Q: Why am I receiving these materials?			8
Q: What items of business will be voted on at the Annual Meeting?			8
Q: How does our Board recommend that I vote?			8
Q: What information is contained in these proxy materials?			8
Q: What shares can I vote?			8
Q: How many votes am I entitled to per share?			9
Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?			9
Q: How can I vote my shares?			9
Q: How can I vote my shares at the virtual Annual Meeting?			9
Q: Can I change my vote or revoke my proxy?			10
Q: How can I attend the virtual Annual Meeting?			10
Q: How many shares must be present or represented to conduct business at the Annual Meeting?			10
Q: How are votes counted?			10
Q: What is the voting requirement to approve each of the proposals?			10
Q: Is cumulative voting permitted for the election of directors?			11
Q: What happens if additional matters are presented at the Annual Meeting?			11
Q: Who will serve as inspector of elections?			11
Q: Who will bear the cost of soliciting votes for the Annual Meeting?			11
Q: Where can I find the voting results of the Annual Meeting?			11
Q: How can I contact Ubiquiti’s transfer agent?			11
Q: How do I obtain a separate set of proxy materials or request a single set for my household?			11
Q: What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?			12
CORPORATE GOVERNANCE			14
Code of Business Conduct and Ethics			14
Director Independence			14
Corporate Governance Guidelines			14
Board Composition			14
Board Leadership Structure			15


TABLE OF CONTENTS
			Page
Board and Committee Meeting			15
Committees of the Board of Directors			16
Compensation Committee Interlocks and Insider Participation			17
Board’s Role in Risk Oversight			17
Policy Prohibiting Hedging Transaction			18
Director Nominations			18
Communications with our Board			19
PROPOSAL ONE ELECTION OF DIRECTORS			20
General			20
Information Regarding Nominees			20
Required Vote			20
Recommendation			20
Information Regarding Continuing Directors			21
Directors’ Compensation			21
PROPOSAL TWO RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22
Appointment of Independent Registered Public Accounting Firm			22
Required Vote			22
Recommendation			22
Audit and Non-Audit Fees			22
Audit Committee Pre-Approval Policies			22
REPORT OF THE AUDIT COMMITTEE			23
EXECUTIVE OFFICERS			24
EXECUTIVE COMPENSATION			24
Compensation Discussion and Analysis			24
Compensation Committee Report			29
Fiscal 202 1 Summary Compensation Table			30
CEO Pay Ratio			30
Grants of Plan-Based Awards for Fiscal 2021			31
Outstanding Equity Awards at June 30, 2021			31


TABLE OF CONTENTS
			Page
Option Exercises and Stock Vested in Fiscal 2021			31
Pension Benefits & Nonqualified Deferred Compensation			31
Employment Agreements			31
Potential Payments upon Termination or Change of Control			32
EQUITY COMPENSATION PLAN INFORMATION			32
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			33
Policies and Procedures for Related Party Transactions			33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS			33
ANNUAL REPORT			35
OTHER MATTERS			36


(1)			Member of the audit committee, the compensation committee and the nominating and corporate governance committee.


Name	Fees Earned or Paid in Cash (2)		Stock Awards		Total Compensation
Michael E. Hurlston (1)	$	200,000	$	—	$	200,000
Ronald A. Sege (3)	200,000		—		200,000
Rafael Torres	200,000		—		200,000


	Fiscal 2021		Fiscal 2020
Audit Fees (1)	$	1,745,000	$	1,752,000
Tax Fees (2)	18,000		42,000
Total (3)	$	1,763,000	$	1,794,000


(1)			Audit fees relate to professional services rendered in connection with the audit of our annual financial statements and internal control over financial reporting, quarterly review of financial statements included in our Quarterly Reports on Form 10-Q and audit services provided in connection with other statutory and regulatory filings and services that are typically provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.
(2)			Tax fees relate to professional services rendered in connection with international tax consulting and planning services.
(3)			In fiscal years 2021 and 2020, there were no services rendered that would be required to be disclosed under “Audit-related fees” and “all other fees” in the table above. Audit-related fees would comprise fees for professional services that are reasonably related to the performance of the worldwide audit or review of the company’s financial statements and are not included in the fees reported in the table above under “Audit Fees”.


			Respectfully submitted by the members of the audit committee of our Board:
						Brandon Arrindell
						Ronald A. Sege
						Rafael Torres (Chairman)


			Respectfully submitted by the members of the compensation committee of our Board:
						Brandon Arrindell (Chairman)
						Ronald A. Sege
						Rafael Torres


(1)			The amounts in this column represent the aggregate grant date fair value of the RSUs or option awards, as applicable, computed in accordance with FASB Topic ASC 718. See the Notes to Consolidated Financial Statements contained in our Annual Report for fiscal 2020 for a discussion of assumptions made in determining the grant date fair value and compensation expense of our RSUs and stock options. For additional information, refer to the footnotes of our Consolidated Financial Statements contained in our Annual Report for fiscal 2020 for the assumptions made in the valuation of the RSUs and option awards. These amounts reflect our accounting expense for these awards, and do not correspond to the actual value that will be recognized by named executive officers.
(2)			For Mr. Radigan, amounts under this column for fiscal years 2021, 2020 and 2019 consisted of only employer contributions for 401(k) plan.
(3)			For Mr. Pera, the amount reported reflects incremental costs for personal use of the Company airplane and is determined by calculating an hourly variable rate (e.g., landing, parking and flight planning fees, fuel expenses based on a rolling average cost per flight, catering, crew travel and other miscellaneous variable costs) for the aircraft and then multiplying the result by the hours flown for personal use and any flight hours for plane repositioning (or "deadhead") flights associated with personal use of the Company airplane. The amount does not include the fixed costs that do not change based on usage, such as crew salaries and hangar storage costs. In addition, family members and guests of Mr. Pera may occasionally accompany him on business travel on the Company airplane at no or de minimis incremental cost to us. Amount reported also includes reimbursements of FICA taxes related to Mr. Pera’s personal use of Company airplane, which were $21 for fiscal 2020 and $2,283 for fiscal 2021.


	Stock Awards (1)
Name	Number of Shares that Have Not Vested (#)	Market Value of Shares That Have Not Vested ($) (2)
Kevin Radigan	3,493	$	1,090,480
Robert J. Pera	—	—


(1)			All stock awards listed in this outstanding equity awards table were granted under our 2010 Plan.
(2)			The market value of securities reflected in this table is based upon the closing price of the common stock on June 30, 2021, which was $312.19 per share.


Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Kevin Radigan	972	$	166,270
Robert J. Pera	—	—



Name and Principal Position	Fiscal Year	Salary		Bonus		Stock Awards (1)		Option Awards (1)		All Other Compensation (2)(3)		Total Compensation
Robert J. Pera	2021	$	—	$	—	$	—	$	—	$	118,629	$	118,629
Chief Executive Officer	2020	—		—		—		—		3,698		3,698
	2019	—		—		—		—		—		—

Kevin Radigan	2021	420,000		100,000		212,548		—		5,025		737,573
Chief Accounting and Finance Officer	2020	420,000		100,000		181,792		—		4,850		706,642
	2019	400,000		100,000		193,980		—		4,987		698,967


Name	Grant Date	Stock Awards (#)(1)		Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($)		Grant Date Fair Value of Stock and Option Awards ($) (2)
Kevin Radigan	8/18/2020		1,169		—		—	$	212,548
Robert J. Pera	—		—		—		—		—


(1)			The severance payment amount for Mr. Radigan would be divided into 6 equal monthly payments if the executive officer were terminated without Cause or if the Mr. Radigan resigned for Good Reason.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights (1)(2)		Number of securities remaining available for future issuance under equity compensation plans (3)
Equity compensation plans approved by security holders	72,058	(4)(5)	$	11.51	4,989,630
Equity compensation plans not approved by security holders	—		—		—
Total	72,058		$	11.51	4,989,630


(1)			These weighted-average exercise prices do not reflect the shares that will be issued upon the payment of outstanding awards of RSUs.
(2)			The weighted-average remaining contractual term of the company’s outstanding options as of June 30, 2021 and 2020 were 1.29 and 2.16 years, respectively.
(3)			Includes shares reserved for issuance under the 2020 Plan.
(4)			This number includes 10,370 shares subject to outstanding awards granted under the 2020 Plan, of which all shares were subject to outstanding RSU awards and also includes 61,688 shares subject to outstanding awards granted under the 2010 Plan, of which 10,525 shares were subject to outstanding options and 51,163 shares were subject to outstanding RSU awards.
(5)			There were no outstanding options outstanding under the 2005 or 2020 Plan.


Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Percentage of Common Stock Beneficially Owned
Named Executive Officers and Directors:
Robert J. Pera (1)	56,278,181	90.10	%
Kevin Radigan	1,462	*
Ronald A. Sege (2)	7,920	*
Rafael Torres	10,000	*

Brandon Arrindell	0	N/A
All directors and executive officers as a group (5 persons)	56,297,563	90.12	%


*			Amount represents less than 1% of our common stock.
(1)			As previously disclosed, Mr. Pera has entered into arrangements under which he has pledged up to 25% of the shares of common stock that he beneficially owns to secure loans with financial institutions. Mr. Pera had also indicated these loans have or will have various requirements to repay all or portion of the loan upon the occurrence of various events, including when the price of common stock goes below certain specified levels. Mr. Pera may need to sell shares of our common stock to meet these repayment requirements. Upon a default under one or more of these loans, the lender could sell the pledged shares into the market without limitation on volume or manner of sale. Sales of shares by Mr. Pera to reduce his loan balance or the lenders upon foreclosure are likely to adversely affect our stock price.
(2)			Represents 7,920 shares issuable upon the exercise of fully vested options of which 2,570 shares are held in a constructive trust for Eugenia Sege pursuant to the terms of a divorce decree dated December 17, 2017. On September 13, 2019, Mr. Sege entered into a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended to enable him to sell a portion of his shares issuable upon the exercise of fully vested options during the period from November 2019 to November 2020. On November 30, 2020, Mr. Sege entered into a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended to enable him to sell a portion of his shares issuable upon the exercise of fully vested options during the period from November 2020 to November 2021.

SEC Form DEF 14A filed by Ubiquiti Inc.