Document


UNITED STATES
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

Date of Report (Date of earliest event reported) May 15, 2018

ICU MEDICAL, INC.

(Exact name of registrant as specified in its charter)
DELAWARE
 
001-34634
 
33-0022692
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

951 Calle Amanecer, San Clemente, California
 
92673
(Address of principal executive offices)
 
(Zip Code)

(949) 366-2183

Registrant's telephone number, including area code
N/A

(Former name or former address, if changed since last report)
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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company o
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o







Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the Company's director retirement policy, Mr. Joseph R. Saucedo notified the Board that he would not stand for reelection as a director at the Company's 2018 Annual Meeting of Shareholders. Accordingly, Mr. Saucedo's tenure as a director ended when his current term expired at our May 15, 2018 Annual Meeting. Mr. Saucedo's decision to retire was not in connection with a disagreement relating to the Company's operations, policies or practices.     

The disclosure set forth under Proposal 1 in Item 5.07 of this Form 8-K is incorporated herein by reference.

Item 5.07     Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the following proposals were voted on by the Company’s stockholders, as set forth below:

Proposal 1.  Election of directors.
        
Name of Nominee
 
Votes For
 
Withheld
 
Broker Non-Votes
Vivek Jain
  
16,843,791
 
709,182
 
1,562,057
George A. Lopez, M.D.
  
16,123,661
 
1,429,312
 
1,562,057
Robert S. Swinney, M.D.
 
16,974,675
 
578,298
 
1,562,057
David C. Greenberg
 
16,965,002
 
587,971
 
1,562,057
Elisha W. Finney
 
14,198,787
 
3,354,186
 
1,562,057
Douglas E. Giordano
 
16,706,385
 
846,588
 
1,562,057
David F. Hoffmeister
 
17,442,964
 
110,009
 
1,562,057
Donald M. Abbey
 
17,527,584
 
25,389
 
1,562,057

The Company’s stockholders elected each of the director nominees to serve as a director for a term of one year until the 2019 annual meeting of stockholders and until their respective successors are 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, 2018.
        
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
17,077,895
 
2,015,639
 
21,496
 
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, 2018.

Proposal 3.  Approve the advisory vote on the Company’s named executive officer compensation.
        
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
17,261,947
 
260,471
 
30,555
 
1,562,057

The Company’s stockholders approved on an advisory basis the Company’s named executive compensation.










SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
ICU Medical, Inc.
Date: May 17, 2018
 
/s/ SCOTT E. LAMB
Scott E. Lamb
Chief Financial Officer and Treasurer