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

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Emerging growth company  ☐

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On June 1, 2018, the Board of Directors (the “Board”) of Ultra Clean Holdings, Inc. (the “Company”) elected Ernest E. Maddock to serve as a director of the Company. Mr. Maddock will join the Audit Committee of the Board and has been appointed to serve as the Audit Committee’s Chairman.

Mr. Maddock has held leadership positions at multiple global companies during his career. From 2015 through his recent retirement, he served as SVP and CFO of Micron Technology. Prior to joining Micron, Mr. Maddock served as Executive Vice President and Chief Financial Officer of Riverbed Technology. Prior to Riverbed, he spent 15 years at Lam Research Corporation, rising to EVP & CFO in 2008 and serving in that role until April 2013. His previous roles at Lam included VP, Customer Support Business Group; Group VP and Senior VP of Global Operations.

Mr. Maddock also served as a member of the Board of Directors for Intersil Corporation from July 2015 to February 2017. Mr. Maddock holds a B.S. in Industrial Management from the Georgia Institute of Technology and an M.B.A. from Georgia State University.

Mr. Maddock is not currently engaged, and has not been engaged during the last fiscal year, in any related person transaction with the Company within the meaning of Item 404(a) of Regulation S-K.

Mr. Maddock will receive compensation for his service as a director (consisting of an annual equity award and annual cash retainer) in accordance with the Company’s non-employee director compensation policy. In connection with his appointment to the Board, the Company expects Mr. Maddock and the Company will also enter into the Company’s standard form indemnification agreement as previously filed.

On June 1, 2018, the Company issued a press release announcing Mr. Maddock’s appointment to the Board and the Audit Committee. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

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 hereunto duly authorized.