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, 2024
ICU MEDICAL, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| , | , | |||||||||||||||||||
| (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: | ||||||||
| 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 | ||||||
| (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 2024 Annual Meeting of stockholders of ICU Medical, Inc. (the "Company") held on May 15, 2024, 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 | 20,942,296 | 570,606 | 1,202,538 | |||||||||||||||||
| David C. Greenberg | 21,240,431 | 272,471 | 1,202,538 | |||||||||||||||||
| Elisha W. Finney | 20,884,785 | 628,117 | 1,202,538 | |||||||||||||||||
| David F. Hoffmeister | 20,171,624 | 1,341,278 | 1,202,538 | |||||||||||||||||
| Donald M. Abbey | 21,235,342 | 277,560 | 1,202,538 | |||||||||||||||||
| Laurie Hernandez | 21,272,637 | 240,265 | 1,202,538 | |||||||||||||||||
| Kolleen T. Kennedy | 21,268,112 | 244,790 | 1,202,538 | |||||||||||||||||
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 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, 2024.
| Votes For | Votes Against | Votes Abstained | ||||||||||||
| 22,484,283 | 222,466 | 8,691 | ||||||||||||
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, 2024.
Proposal 3. Approve the advisory vote on the Company’s named executive officer compensation.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||||||||
| 20,673,543 | 824,221 | 15,138 | 1,202,538 | |||||||||||||||||
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 16, 2024 | By: | /s/ Brian M. Bonnell | ||||||||||||||||||
| Brian M. Bonnell | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||