Document
false0000883984ICU MEDICAL INC/DE 0000883984 2020-05-14 2020-05-14


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 14, 2020 (May 13,2020)

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):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.10 per share
ICUI
The Nasdaq Stock Market LLC
(Global Select Market)

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
 
 
 
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.







Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
At the 2020 annual meeting of stockholders of ICU Medical, Inc. (the "Company") held on May 13, 2020, 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
  
18,719,564
 
497,362
 
908,473
George A. Lopez, M.D.
  
19,063,231
 
153,695
 
908,473
Robert S. Swinney, M.D.
 
18,786,730
 
430,196
 
908,473
David C. Greenberg
 
18,742,971
 
473,955
 
908,473
Elisha W. Finney
 
18,858,385
 
358,541
 
908,473
David F. Hoffmeister
 
19,088,234
 
128,692
 
908,473
Donald M. Abbey
 
18,922,679
 
294,247
 
908,473

The Company’s stockholders elected each of the director nominees to serve as a director for a term of one year until the 2021 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, 2020.
        
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
19,896,837
 
178,068
 
50,494
 

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, 2020.

Proposal 3.  Approve the advisory vote on the Company’s named executive officer compensation.
        
Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
18,915,196
 
256,144
 
45,586
 
908,473

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












SIGNATURE
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.
 
 
 
 
 
 
 
 
 
 
 
 
ICU MEDICAL, INC.
 
 
 
 
Date: May 14, 2020
 
 
 
By:
 
/s/ Brian M. Bonnell
 
 
 
 
 
 
Brian M. Bonnell
 
 
 
 
 
 
Chief Financial Officer