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ICU Medical (ICUI) reshapes voting rules, rejects 10% special meeting bid

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8-K

Rhea-AI Filing Summary

ICU Medical, Inc. reported results from its 2026 annual stockholder meeting and related governance changes. Stockholders approved amendments to the Amended and Restated Certificate of Incorporation to replace certain supermajority requirements with simple majority voting and to grant stockholders owning at least 25% of voting power the right to call special meetings.

These Charter Amendments became effective when the amended charter was filed in Delaware, and the Board implemented conforming changes through Amended and Restated Bylaws, including detailed procedures and informational requirements for special meeting requests. All director nominees were elected, Deloitte & Touche LLP was ratified as auditor for the year ending December 31, 2026, and executive compensation was approved on an advisory basis.

Stockholders also approved an adjournment authority related to Proposal 5 if needed. An advisory stockholder proposal to establish a 10% stockholder special meeting right did not pass, leaving the new 25% ownership threshold as the governing standard for stockholder-called special meetings.

Positive

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Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Special meeting threshold 25% voting power Ownership required to call stockholder special meetings
Audit ratification votes for 23,862,197 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026
Say-on-pay votes for 21,211,525 votes Advisory approval of named executive officer compensation
Simple majority amendment votes for 22,121,581 votes Adoption of simple majority voting provisions
25% special meeting right votes for 20,744,372 votes Approval of stockholder right to call special meetings at 25% threshold
10% special meeting proposal votes for 9,009,640 votes Advisory stockholder proposal that did not pass
Broker non-votes 1,979,477 votes Reported across multiple proposals at the 2026 annual meeting
supermajority vote financial
"eliminate certain provisions that require a supermajority vote of stockholders and provide for a simple majority vote"
simple majority vote financial
"eliminate certain provisions that require a supermajority vote of stockholders and provide for a simple majority vote"
special meeting of stockholders financial
"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"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
Amended and Restated Bylaws financial
"an amendment and restatement of the Company’s Bylaws (as amended and restated, the “Amended and Restated Bylaws”)"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
broker non-votes financial
"Name of Nominee | | Votes For | | Withheld | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"Approve, on an advisory basis, the Company’s named executive officer compensation"
Understanding 8-K Material Events →
falseICU MEDICAL INC/DE000088398412/3100008839842026-05-132026-05-13

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 13, 2026

ICU MEDICAL, INC.

(Exact name of registrant as specified in its charter)
Delaware001-3463433-0022692
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
951 Calle Amanecer,San Clemente,California92673
(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 classTrading SymbolName of each exchange on which registered
Common stock, par value $0.10 per shareICUIThe 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 5.03. 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  21,830,140314,1731,979,477
David C. Greenberg21,838,112306,2011,979,477
Elisha W. Finney21,875,087269,2261,979,477
David F. Hoffmeister21,951,116193,1971,979,477
Donald M. Abbey21,880,077264,2361,979,477
Laurie Hernandez21,881,172263,1411,979,477
Kolleen T. Kennedy21,881,304263,0091,979,477

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
23,862,197255,7445,8490

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 AbstainedBroker Non-Votes
21,211,525920,09812,6901,979,477

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
22,121,58114,8937,8391,979,477

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
20,744,372131,3141,268,6271,979,477

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
21,087,3381,050,2356,7401,979,477

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
9,009,64013,124,01210,6611,979,477

The Company’s stockholders did not approve, on an advisory basis, a stockholder proposal to establish a 10% stockholder special meeting right.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

3.1    ICU Medical, Inc. Amended and Restated Certificate of Incorporation

3.2    ICU Medical, Inc. Amended and Restated Bylaws

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 18, 2026  By: /s/ Brian M. Bonnell
   Brian M. Bonnell
   Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did ICU Medical (ICUI) stockholders approve at the 2026 annual meeting?

ICU Medical stockholders approved Charter Amendments adopting simple majority voting and a stockholder right to call special meetings at a 25% ownership threshold. Related Amended and Restated Bylaws added procedural and disclosure requirements for submitting valid special meeting requests.

How did ICU Medical (ICUI) stockholders vote on director elections in 2026?

Stockholders elected all nominated directors, each receiving over 21.8 million votes for, with relatively small withheld votes and 1,979,477 broker non-votes. Directors will serve until the next annual meeting or until their successors are duly elected and qualified.

Was ICU Medical’s (ICUI) special meeting right at a 10% threshold approved?

No. An advisory stockholder proposal to establish a 10% stockholder special meeting right received 9,009,640 votes for and 13,124,012 votes against, with 10,661 abstentions and 1,979,477 broker non-votes. The company’s new 25% ownership threshold remains the applicable standard.

Did ICU Medical (ICUI) stockholders ratify Deloitte & Touche LLP as auditor for 2026?

Yes. Deloitte & Touche LLP was ratified as ICU Medical’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 23,862,197 votes for, 255,744 against, 5,849 abstentions, and no broker non-votes reported.

How did ICU Medical (ICUI) stockholders vote on executive compensation in 2026?

On an advisory basis, stockholders approved ICU Medical’s named executive officer compensation with 21,211,525 votes for, 920,098 against, and 12,690 abstentions, along with 1,979,477 broker non-votes. This non-binding vote supports the company’s current compensation practices.

What are the key conditions for ICU Medical (ICUI) stockholders to call a special meeting?

Stockholders must own at least 25% of the combined voting power and follow detailed bylaw procedures. Requests must specify proposed business, provide information on any director nominees, and include disclosure on the requesting stockholders and any beneficial owners on whose behalf proposals are made.

Filing Exhibits & Attachments

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