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

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 (see General Instruction A.2. below):

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On December 17, 2019, the Board of Directors (“the Board”) of Ultra Clean Holdings, Inc. (the “Company”) increased the number of directors of the Company that constitute the entire Board from eight to nine, effective immediately, and elected Jackie Seto to serve as a member of the Board of the Company, effective January 1, 2020.

Ms. Seto, 54, has served as Principal at Side People Consulting, a consulting company that partners with well-established corporate and emerging companies and with non-profit organizations, since July 2016. Prior to Side People Consulting, Ms. Seto spent 22 years at Lam Research Corporation (“Lam”) from August 1994 until July 2016. She served as Group Vice President and General Manager of the Clean Business Unit at Lam from August 2011 until November 2015. Her previous roles at Lam included Vice President and General Manager in the Reliant Business Unit, Vice President of Product and Strategic Marketing and Managing Director of Emerging Businesses, from August 2003 until August 2011. Ms. Seto holds a Bachelor of Engineering in Chemical Engineering from McGill University in Quebec. Ms. Seto also currently serves as a member of the Board of Directors for Masterranking.com since April 2015 and the Board of Trustees for the Oregon Museum of Science and Technology since February 2018, and previously served as a member of the Board of Directors for TriAegis Residential Services from June 2001 until July 2007. Ms. Seto was chosen to become a director because her deep understanding of the semiconductor industry and her proven experience in strategic thinking will add a valuable voice to the Company's long and short term business planning.

Ms. Seto will receive compensation for her 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 her appointment to the Board, the Company expects Ms. Seto and the Company will also enter into the Company’s standard form indemnification agreement as previously filed.

On December 19, 2019, the Company issued a press release announcing Ms. Seto’s appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

(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.