ICU Medical Inc.

05/18/2026 | Press release | Distributed by Public on 05/18/2026 10:36

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 13, 2026, ICU Medical, Inc. (the "Company") held its 2026 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved amendments to the Company's Amended and Restated Certificate of Incorporation to: (i) eliminate certain provisions that require a supermajority vote of stockholders and provide for a simple majority vote (the "Majority Voting Amendment"); (ii) permit stockholders owning no less than 25% of the combined voting power of all outstanding voting securities of the Company the right to call a special meeting of stockholders ("Special Meeting Amendment"); and (iii) remove such other provisions no longer applicable (collectively, the "Charter Amendments"). The Charter Amendments became effective upon filing an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 15, 2026.
The Board also approved, contingent on stockholder approval and effectiveness of the Charter Amendments, an amendment and restatement of the Company's Bylaws (as amended and restated, the "Amended and Restated Bylaws"), which became effective upon the effectiveness of the Charter Amendments, to adopt certain changes to implement the Charter Amendments. The Amended and Restated Bylaws include, among other things, provisions setting forth the following procedural and informational requirements regarding the Special Meeting Amendment:
•The requesting stockholder(s) must follow certain procedural requirements for requesting that the Company set a record date to determine whether the requesting stockholder(s) meet the share ownership requirement.
•Any record date or special-meeting request must set forth information regarding, (1) the business proposed to be conducted at the meeting, (2) information about any director candidate nominated and (3) information with respect to the requesting stockholder(s), including the beneficial owner(s), if any, on whose behalf the proposal is made.
•A special meeting request will not be valid if: (i) it does not comply with the applicable procedural requirements set forth in the Amended and Restated Bylaws; (ii) it relates to an item of business to be transacted at such meeting that is not a proper subject for stockholder action under applicable law; (iii) the business proposed to be conducted at the meeting is identical or substantially similar to an item of business for which a record date was previously fixed, that is delivered between the 61st day after and the one-year anniversary of such record date; (iv) an identical or substantially similar item of business was covered at the most recent annual meeting or at a special meeting held within one year prior to the date on which the request was received; or (v) an identical or substantially similar item of business is to be covered at a stockholder meeting called by the Board of Directors to be held within 90 days after the request is received.
The foregoing descriptions of the Charter Amendments and the Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to (i) "Proposal 4 - Amendments to the Company's Amended and Restated Certificate of Incorporation to Adopt Simple Majority Voting Provisions" and "Proposal 5 - Amendment to Our Restated Certificate of Incorporation to Adopt a Stockholder Right to Call Special Meetings at an Ownership Threshold of 25%" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2026 and (ii) the text of the Charter Amendments set forth in the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 13, 2026, the following proposals were voted on by the Company's stockholders, and the results were as set forth below:
Proposal 1. Election of directors.
Name of Nominee Votes For Withheld Broker Non-Votes
Vivek Jain 21,830,140 314,173 1,979,477
David C. Greenberg 21,838,112 306,201 1,979,477
Elisha W. Finney 21,875,087 269,226 1,979,477
David F. Hoffmeister 21,951,116 193,197 1,979,477
Donald M. Abbey 21,880,077 264,236 1,979,477
Laurie Hernandez 21,881,172 263,141 1,979,477
Kolleen T. Kennedy 21,881,304 263,009 1,979,477
The Company's stockholders elected each of the director nominees to serve as a director until the next annual meeting of stockholders or until their respective successor is duly elected and qualified.
Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes For Votes Against Votes Abstained Broker Non-Votes
23,862,197 255,744 5,849 0
The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Proposal 3. Approve, on an advisory basis, the Company's named executive officer compensation.
Votes For Votes Against Votes Abstained Broker Non-Votes
21,211,525 920,098 12,690 1,979,477
The Company's stockholders approved, on an advisory basis, the Company's named executive officer compensation.
Proposal 4. Approve an amendment to the Company's Amended and Restated Certificate of Incorporation to adopt simple majority voting provisions.
Votes For Votes Against Votes Abstained Broker Non-Votes
22,121,581 14,893 7,839 1,979,477
The Company's stockholders approved the Company's Amended and Restated Certificate of Incorporation to adopt simple majority voting provisions.
Proposal 5. Approve an amendment to the Company's Amended and Restated Certificate of Incorporation to adopt a stockholder right to call special meetings at an ownership threshold of 25%.
Votes For Votes Against Votes Abstained Broker Non-Votes
20,744,372 131,314 1,268,627 1,979,477
The Company's stockholders approved the Company's Amended and Restated Certificate of Incorporation to adopt a stockholder right to call special meetings at an ownership threshold of 25%.
Proposal 6. Approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies to approve Proposal 5.
Votes For Votes Against Votes Abstained Broker Non-Votes
21,087,338 1,050,235 6,740 1,979,477
The Company's stockholders approved an adjournment of the Annual Meeting, if necessary, to solicit additional proxies to approve Proposal 5.
Proposal 7. Approve, on an advisory basis, a stockholder proposal to establish a 10% stockholder special meeting right.
Votes For Votes Against Votes Abstained Broker Non-Votes
9,009,640 13,124,012 10,661 1,979,477
The Company's stockholders did not approve, on an advisory basis, a stockholder proposal to establish a 10% stockholder special meeting right.
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