ICU Medical Inc.

05/14/2025 | Press release | Distributed by Public on 05/14/2025 12:50

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2025, ICU Medical, Inc. (the "Company") held its 2025 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the third amendment to the Amended and Restated ICU Medical, Inc. 2011 Stock Incentive Plan (the "2011 Plan" and such amendment, the "Plan Amendment"). The Plan Amendment was adopted by the Company's Board of Directors on March 28, 2025 and became effective on such date, subject to approval by the Company's stockholders.
The Plan Amendment makes the following material changes to the 2011 Plan:
(i)increases the number of shares available for issuance under the 2011 Plan by 2,150,000 shares of common stock to an aggregate of 8,515,510 shares of common stock; and
(ii)increases the number of shares which may be granted as incentive stock options ("ISOs") under the 2011 Plan by 2,150,000 shares of common stock to an aggregate of 8,515,510 shares of common stock;
The material terms and conditions of the Plan Amendment are described in the section entitled "Proposal 2 - Approve an amendment to the Amended and Restated ICU Medical, Inc. 2011 Stock Incentive Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2025. The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 13, 2025, 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 21,022,893 550,209 2,145,693
David C. Greenberg 21,267,942 305,160 2,145,693
Elisha W. Finney 21,315,470 257,632 2,145,693
David F. Hoffmeister 21,162,210 410,892 2,145,693
Donald M. Abbey 21,374,590 198,512 2,145,693
Laurie Hernandez 21,382,937 190,165 2,145,693
Kolleen T. Kennedy 21,379,544 193,558 2,145,693
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. Approve an Amendment to the Amended and Restated ICU Medical, Inc. 2011 Stock Incentive Plan.
Votes For Votes Against Votes Abstained Broker Non-Votes
20,766,007 772,687 34,408 2,145,693
The Company's stockholders approved the Plan Amendment.
Proposal 3. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
Votes For Votes Against Votes Abstained Broker Non-Votes
22,516,651 1,165,480 36,664 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, 2025.
Proposal 4. Approve, on an advisory basis, the Company's named executive officer compensation.
Votes For Votes Against Votes Abstained Broker Non-Votes
20,628,280 883,295 61,527 2,145,693
The Company's stockholders approved, on an advisory basis, the Company's named executive officer compensation.
Proposal 5. Approve, on an advisory basis, a stockholder proposal to adopt simple majority voting.
Votes For Votes Against Votes Abstained Broker Non-Votes
18,429,634 3,094,805 48,663 2,145,693
The Company's stockholders approved, on an advisory basis, the stockholder's proposal regarding simple majority voting.
ICU Medical Inc. published this content on May 14, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on May 14, 2025 at 18:50 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io