🧾 What This Document Is

This is a DEF 14A, or Proxy Statement, for Universal Logistics Holdings, Inc. (ULH). Think of it as a detailed invitation and guidebook for the company's upcoming annual shareholder meeting. It tells you what will be voted on, provides information to help you decide, and explains how to cast your vote. The meeting is scheduled for Wednesday, April 29, 2026, at 10:00 a.m. in Warren, Michigan.

👉 Why it matters: If you own ULH stock, this document is your instruction manual for having a say in the company's leadership and key decisions for the coming year.

🏢 What The Company Does

In simple terms, Universal Logistics Holdings is a major player in transportation and logistics. They help move goods for other companies, offering services like trucking, warehousing, and supply chain management. They operate in the asset-heavy world of freight but also have an "asset-light" brokerage side.

👉 Why it matters: Understanding their business helps you evaluate whether the leadership team and strategies being voted on are a good fit for this specific industry.

🗳️ What You're Voting On

There are three main proposals for shareholders to decide at the meeting:

1. Elect 9 Directors: Vote to approve the slate of nine individuals nominated to lead the company for the next year.
2. "Say-on-Pay" Vote: A non-binding, advisory vote to approve the compensation paid to the company's top executives. This lets shareholders voice their opinion on pay packages.
3. Ratify the Auditor: Vote to confirm the appointment of Ernst & Young LLP as the company's independent accounting firm for 2026.

👉 The Board's Recommendation: The Board of Directors recommends voting FOR all three proposals.

👥 Board & Governance

ULH has a 10-person board, but one director is stepping down, so nine are up for election. The board is led by Chairman Matthew T. Moroun and CEO Tim Phillips.

A crucial detail: ULH is a "controlled company." This means the Moroun family trusts control more than 50% of the voting power. Because of this, the company is exempt from some NASDAQ rules, like having a majority of independent directors or a fully independent compensation committee.

Who's on the board? The nominees include:

• Grant E. Belanger (Audit Chair, logistics consulting background)
• Frederick P. Calderone (accounting/tax expert)
• Clarence W. Gooden (former CSX railroad executive)
• Marcus D. Hudson (restructuring/finance expert)
• Matthew T. Moroun (Chairman, family business leader)
• Matthew J. Moroun (youngest nominee, son of Chairman)
• Tim Phillips (President & CEO)
• Michael A. Regan (logistics tech entrepreneur)
• H.E. Scott Wolfe (former CEO of a ULH subsidiary)

💰 Executive Compensation

This section details how much the top executives were paid in 2025. The "Summary Compensation Table" shows the total value of salary, bonuses, stock awards, and other benefits for the CEO and other top earners. The Compensation Discussion & Analysis (CD&A) explains the philosophy behind the pay—tying it to company performance and shareholder returns.

👉 Why it matters: The "Say-on-Pay" vote lets shareholders signal approval or disapproval of this pay structure, even though it's not binding. It's a key governance tool.

🔍 The Details of Voting

• Who can vote? You must be a shareholder of record as of the "Record Date": March 13, 2026. As of that date, there were 26,350,058 shares outstanding.
• How to vote? You can vote by Internet at www.proxyvote.com, by phone at 1-800-690-6903, or by mailing in your proxy card. You can also vote in person at the meeting.
• Broker Non-Votes: If you hold shares through a broker (in "street name") and don't give voting instructions, your broker cannot vote on the director elections or the Say-on-Pay vote (non-routine matters), but can vote on the auditor ratification (routine matter).

⚖️ Big Picture

Strengths (👍):

• Deep industry expertise on the board (former CSX head, logistics founders).
• Strong operational leadership with a long-tenured CEO.
• Established governance processes, including an independent Audit Committee.

Risks (⚠️):

• Controlled Company Structure: Significant power rests with the Moroun family, which can limit minority shareholder influence on director elections and governance.
• Board Independence: While some directors are independent, the control structure means key committees like Compensation are not required to be fully independent.
• Family Involvement: Two Moroun family members are on the nominated board, and family trusts control the company, which could raise questions about oversight.

🧠 The Analogy

Think of this proxy statement like the playbook and ballot for a team's annual season review meeting. The shareholders (the team owners) are being asked to vote on the coaching staff (the board), the star players' contracts (executive pay), and the team's official scorekeeper (the auditor). The playbook shows last year's stats (company performance) and the proposed strategy for next year, while the ballot gives owners a chance to voice their approval or concerns.

📇 Key Contacts & People

Company Address: 12755 E. Nine Mile Road, Warren, Michigan 48089 Phone: (586) 920-0100 Website: www.universallogistics.com Corporate Secretary (for meeting notice): [email protected] Proxy Materials Online: www.proxyvote.com

Named Executive Officers & Directors (for compensation tables):

• Tim Phillips: President & CEO, Director
• Jude Beres: Vice President & CFO (also a proxy agent for the meeting)
• Steven Fitzpatrick: Vice President – Finance & Investor Relations, Secretary (signed the notice)
• Matthew T. Moroun: Chairman of the Board
• David W. Burch: Vice President – Sales & Marketing

🧩 Final Takeaway

This proxy statement is primarily about renewing leadership and approving oversight. Shareholders are being asked to re-elect the proposed board (dominated by long-standing members and the controlling Moroun family), give a non-binding opinion on executive pay, and confirm their auditor. The controlled company structure is the defining context—it simplifies some governance rules but places significant trust in the controlling family's decisions.