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): ~~December~~February 57, ~~2024~~2025

UBIQUITI INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35300

32-0097377

(State or jurisdiction of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

685 Third Avenue, 27th Floor

New York, New York 10017

(Address of principal executive offices, including zip code)

(646) 780-7958

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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)


☐			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(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	UI	New 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 Securities 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 52.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~December 5~~February 7, ~~2024~~2025, Ubiquiti Inc. (the “Company”) ~~held~~issued a press release announcing its ~~annual~~financial ~~meeting~~results offor ~~stockholders.~~the ~~The~~fiscal ~~stockholders~~quarter ~~voted~~ended onDecember 31, ~~the~~2024. ~~following~~A ~~proposals~~copy ~~and~~of ~~cast~~the ~~their~~press ~~votes~~release is attached hereto as ~~described~~Exhibit ~~below~~99. 1.

~~Proposal~~The ~~1: To~~Company ~~elect~~hereby ~~two~~furnishes ~~Class~~the Iinformation ~~directors~~relating to ~~serve~~its ~~until~~financial results for the ~~third~~fiscal ~~annual~~quarter ~~meeting~~ended ofDecember 31, 2024 set forth in the ~~Company’s~~press ~~stockholders~~release ~~following~~issued ~~their~~on ~~election~~February 7, or2025 ~~until~~and ~~their~~which ~~successors~~is ~~are~~incorporated ~~duly~~herein ~~elected~~by ~~and~~reference. ~~qualified~~This information is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to ~~earlier~~the ~~death~~liabilities of that section, ~~resignation~~nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), in each case, whether made before or ~~removal~~after the date hereof, regardless of any general incorporation language in such filing. ~~This~~Other ~~proposal~~documents ~~was~~filed ~~approved~~with the Securities and Exchange Commission (the “SEC”) shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

	For	Withhold	Broker Non-Votes
Brandon Arrindell	57,374,812	438,858	1,648,476
Rafael Torres	56,832,449	981,221	1,648,476


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

Proposal 2: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025. This proposal was approved.



Exhibit Number						Description

99.1						Press release of Ubiquiti Inc. dated February 7 , 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

For			Against			Abstain
59,431,991			25,338			4,817

Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall Exhibit 99.1 be deemed incorporated by reference into any filing of the Company under the Securities Act, in each case, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth in such filing.

~~Proposal~~Forward ~~3: To~~Looking ~~conduct a non-binding advisory vote to approve named executive officer compensation. This proposal was approved.~~Statements

For			Against			Abstain			Broker Non-Votes
57,682,600			117,322			13,748			1,648,476

Certain statements in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements other than statements of historical fact including words such as “look”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “consider” and “plan” and statements in the future tense are forward looking statements. The statements in this Current Report on Form 8-K that could be deemed forward-looking statements include the statement regarding our intention to pay quarterly cash dividends, any statements or assumptions underlying the foregoing, and any statement regarding future events and the future financial performance of Ubiquiti Inc. that involves risks or uncertainties.

~~Proposal~~Forward-looking ~~4: To~~statements ~~conduct~~are subject to certain risks and uncertainties that could cause our actual future results to differ materially or cause a ~~non~~material adverse impact on our results. Potential risks and uncertainties include, but are not limited to, the impact of public health problems, such as COVID-~~binding~~19, ~~advisory~~and ~~vote~~U.S. tariffs on results; fluctuations in our operating results; varying demand for our products due to the ~~frequency~~financial and operating condition of ~~holding~~our ~~future~~distributors ~~advisory~~and ~~stockholder~~their ~~vote~~customers, and our distributors’ inventory management practices; political and economic conditions and volatility affecting the stability of business environments, economic growth, currency values, commodity prices and other factors that may influence the ultimate demand for our products in particular geographies or globally; impact of counterfeiting and our ability to contain such impact; our reliance on a limited number of distributors; inability of our contract manufacturers and suppliers to meet our demand; our dependence on chipset suppliers for chipsets without a short-term alternative; as we move into new markets competition from certain of our current or potential competitors who may be more established in such markets; our ability to keep pace with technological and market developments; success and timing of new product introductions by us and the performance of our products generally; our ability to effectively manage the significant increase in our transactional sales volumes; we may become subject to warranty claims, product liability and product recalls; that a substantial majority of our sales are into countries outside the United States and we are subject to numerous U.S. export control and economic sanctions laws; costs related to responding to government inquiries related to regulatory compliance; our reliance on certain key members of our management team, including our founder and chief executive officer, ~~compensation~~Robert J. ~~The~~Pera; ~~option~~adverse ~~“Two~~tax-related ~~Years”~~matters ~~was~~such ~~approved.~~as tax audits, changes in our effective tax rate or new tax legislative proposals; whether the final determination of our income tax liability may be materially different from our income tax provisions; the impact of any intellectual property litigation and claims for

One Year			Two Years			Three Years			Abstain			Broker Non-Votes
1,215,094			56,570,375			25,262			2,939			1,648,476

indemnification; litigation related to U.S. securities laws; and social, economic and political conditions in the United States and abroad, including the impact of the military conflict between Russia and Ukraine and the tension between China and Taiwan. We discuss these risks in greater detail under the heading “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended June 30, 2024, and subsequent filings filed with the SEC, which are available at the SEC’s website at www.sec.gov. Copies may also be obtained by contacting the Ubiquiti Inc. Investor Relations Department, by email at IR@ui.com or by visiting the Investor Relations section of the Ubiquiti Inc. website, https://ir.ui.com/. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date made. Except as required by law, Ubiquiti Inc. undertakes no obligation to update information contained herein. You should review our SEC filings carefully and with the understanding that our actual future results may be materially different from what we expect.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UBIQUITI INC.

December 6, 2024

By:

/s/ Robert J. Pera

February 7, 2025

By:

/s/ Robert J. Pera

Name:

Robert J. Pera

Title:

Chief Executive Officer

EXHIBIT INDEX



Exhibit Number						Description

99.1						Press release of Ubiquiti Inc. dated February 7 , 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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