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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 11, 2025
___________________________________
UL Solutions Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-42012
(Commission File Number)
27-0913800
(I.R.S. Employer Identification Number)
333 Pfingsten Rd
Northbrook, Illinois 60062
(Address of principal executive offices and zip code)
(847) 272-8800
(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)
x
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 Symbol
Name of each exchange on which registered
Class A Common Stock, par value $0.001 per shareULSNew York Stock Exchange
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 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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Directors
On February 11, 2025, Lisa M. Lambert notified the Board of Directors (the “Board”) of UL Solutions Inc. (the “Company”) that she will not stand for election to the Board at the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”). Ms. Lambert’s term on the Board will expire at and as of the Annual Meeting. Ms. Lambert’s decision not to stand for election is not due to any disagreement with the Board or the Company on any matter relating to the Company’s operations, policies or practices.
On February 11, 2025, the Board determined that Frank Coyne will not be nominated for election as a member of the Board at the Annual Meeting, in accordance with the director retirement policy contained in the Company’s Corporate Governance Guidelines. Mr. Coyne’s term on the Board will expire at and as of the Annual Meeting. The Nominating and Corporate Governance Committee had waived the director retirement policy for Mr. Coyne for the Company’s 2024 annual meeting of stockholders.
Nomination of Director
In connection with the above departures, the Board intends to nominate Vikram Kini to stand for election to the Board at the Annual Meeting (the “Director Nomination”).
Mr. Kini, 43, has served as the Senior Vice President and Chief Financial Officer of Ingersoll Rand Inc. (“Ingersoll Rand”), a global provider of mission-critical flow creation and life science and industrial solutions, since 2020. He joined Gardner Denver Holdings, Inc. (“Gardner Denver”), which merged with Ingersoll Rand’s Industrial segment in 2020, as its director of Financial Planning and Analysis in 2011, has served as Gardner Denver’s Vice President of Investor Relations, and has held various other finance leadership roles since 2012, including Vice President of Financial Planning and Analysis and Vice President of Finance for Gardner Denver’s Industrials segment. Prior to joining Gardner Denver, Mr. Kini served in various financial roles with General Electric Company, a multinational conglomerate, and SABIC, a multinational chemical manufacturing company.
Board Size
In connection with the above changes, on February 11, 2025, the Board approved a reduction in the size of the Board by one director from thirteen (13) to twelve (12), effective at and as of the Annual Meeting.
Item 7.01. Regulation FD Disclosure
A press release announcing the Company’s plans to nominate Mr. Kini for election to the Board at the Annual Meeting is furnished as Exhibit 99.1 hereto.
The information contained in this Item 7.01 of this current report, including the press release furnished as Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
The Company plans to file with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Proxy Statement”) in connection with submitting the Director Nomination for stockholder approval at the Annual Meeting. The Proxy Statement will contain important information about the Company and the Director Nomination. Investors and security holders are urged to read the Proxy Statement carefully when it is available.
Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from the Company by contacting UL Solutions Inc., 333 Pfingsten Road, Northbrook, Illinois 60062, Attention: Corporate Secretary.







The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the approval of the Director Nomination. Additional information regarding interests of such participants will be included in the Proxy Statement that will be filed with the SEC and available free of charge as indicated above.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit NumberDescription
104Cover page interactive data file (embedded with the inline XBRL document)
Signature
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.
UL Solutions Inc.
Date: February 14, 2025By:/s/ Ryan D. Robinson
Ryan D. Robinson
Executive Vice President and Chief Financial Officer



Exhibit 99.1
UL Solutions Announces Updates to Board of Directors

NORTHBROOK, ILLINOIS — February 14, 2025 — UL Solutions Inc. (NYSE: ULS), a global leader in applied safety science, today announced the intended nomination of a new member to its board of directors and the future departure of two current members.

Director Frank Coyne will not be nominated for election at the company’s 2025 annual meeting of stockholders in accordance with the board’s director retirement policy. Director Lisa Lambert has notified the board that she will not stand for election at the annual meeting for personal reasons.
The board intends to nominate Vikram Kini, senior vice president and chief financial officer of Ingersoll Rand Inc., to stand for election at the annual meeting.

“After 16 years of service, we thank Frank Coyne for his dedication to the board’s mission and wish him all the best on his well-deserved retirement,” said Jennifer Scanlon, president and CEO, UL Solutions. “We’re also grateful for Lisa Lambert’s much-valued contributions to the board and wish her the best of luck on the next endeavor. We look forward to welcoming Vik Kini and value his experience and expertise.”

Coyne joined the board in 2012 and served on the UL Research Institutes board of trustees from 2009 to 2017. He brought significant experience as a public company executive and as an executive in industries that are adjacent to UL Solutions.

Lambert has served on the board since June 2021, drawing on her significant corporate leadership experience and extensive technology and financial knowledge.

Kini has served since 2020 as the senior vice president and chief financial officer of Ingersoll Rand Inc., a global provider of mission-critical flow creation and life science and industrial solutions. Prior to that, he joined Gardner Denver Holdings, Inc. in 2011 as its director of financial planning and analysis, which merged with Ingersoll Rand’s Industrials business segment in 2020. He served as Gardner Denver’s vice president of investor relations and held other leadership roles, including vice president of financial planning and analysis, as well as vice president of the finance and industrials segment. Before joining Gardner Denver, Kini served in various financial roles with General Electric Company and SABIC, a multinational chemical manufacturing company.

With these changes, the board approved a reduction in the number of board members from 13 to 12, effective at the annual meeting.

About UL Solutions

A global leader in applied safety science, UL Solutions (NYSE: ULS) transforms safety, security and sustainability challenges into opportunities for customers in more than 110 countries. UL Solutions delivers testing, inspection and certification services, together with software products and advisory offerings, that support our customers’ product innovation and business growth. The UL Mark serves as a recognized symbol of trust in our customers’ products and reflects an unwavering commitment to advancing our safety mission. We help our customers innovate, launch new products and services, navigate global markets and complex supply chains, and grow sustainably and responsibly into the future. Our science is your advantage.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
The company plans to file with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Proxy Statement”) in connection with submitting Mr. Kini’s nomination for stockholder approval at the annual meeting. The Proxy Statement will contain important information


about the company and the nomination. Investors and security holders are urged to read the Proxy Statement carefully when it is available.

Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the company through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from the company by contacting UL Solutions Inc., 333 Pfingsten Road, Northbrook, Illinois 60062, Attention: Corporate Secretary.

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the approval of Mr. Kini’s nomination. Additional information regarding interests of such participants will be included in the Proxy Statement that will be filed with the SEC and available free of charge as indicated above.

Source Code: ULS-IR

Investors:
Dan Scott / Rodny Nacier, ICR Inc.
IR@ul.com

Media:
Kathy Fieweger
Senior Vice President - Communications
Kathy.Fieweger@ul.com
312-852-5156


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Cover
Feb. 11, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 11, 2025
Entity Registrant Name UL Solutions Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-42012
Entity Tax Identification Number 27-0913800
Entity Address, Address Line One 333 Pfingsten Rd
Entity Address, City or Town Northbrook
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60062
City Area Code 847
Local Phone Number 272-8800
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.001 per share
Trading Symbol ULS
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001901440
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