Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 29, 2019, the Board of Directors of Universal Electronics Inc. (“UEI”) appointed Sue Ann R. Hamilton as a director, effective November 1, 2019, to fill a vacancy. Ms. Hamilton will serve for an initial term ending at the Company’s 2020 Annual Meeting of Stockholders.

Ms. Hamilton, 59, serves as a director of GCI Liberty, Inc. since 2018 and served as a director of FTD Companies, Inc. from 2014 until August 2019. As Founder and Principal of the consultancy Hamilton Media LLC, Ms. Hamilton advises and represents major media and technology companies. In this role, she served as Executive Vice President-Distribution and Business Development for AXS TV LLC, a partnership between founder Mark Cuban, AEG, Ryan Seacrest Media, Creative Artists Agency and CBS, and she represents The Mark Cuban Companies/Radical Ventures as board observer for Philo, Inc., a privately held technology company. Prior to launching Hamilton Media, from 2003 until 2007, she served as Executive Vice President-Programming and Senior Vice President-Programming for Charter, the cable and internet service provider. Before her work at Charter, she held numerous management positions at AT&T Broadband LLC. and its predecessor, TCI, dating back to 1993. Prior to her career in technology, media, and telecommunications, she was a partner at Chicago-based law firm Kirkland & Ellis, specializing in complex commercial transactions. She received her J.D. degree from Stanford Law School, where she was Associate Managing Editor of the Stanford Law Review and Editor of the Stanford Journal of International Law. She is a magna cum laude graduate of Carleton College in Northfield, Minnesota.

As a non-management director, Ms. Hamilton will receive compensation in the same manner as UEI’s other non-management directors as previously reported in UEI’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 25, 2019. In addition to this compensation and in accordance with UEI’s long-standing practice of making a stock option grant to new directors, on November 1, 2019, Ms. Hamilton received a stock option grant for 20,000 shares of UEI common stock, the terms (including exercise price) of which are in accordance with UEI’s 2018 Equity and Incentive Compensation Plan.