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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.
ICU Medical Inc. executive reports stock sale. VP and General Counsel Virginia Ruth Sanzone sold 2,447 shares of ICU Medical common stock in an open-market sale at $124.08 per share. After this transaction, she directly holds 19,460 shares, so the sale represents a modest portion of her overall position.
Morgan Stanley Smith Barney LLC submitted a Form 144 disclosing proposed resale of Common shares of ICUI tied to Performance Stock Units. The notice lists PSU grant dates 03/06/2023 (344 shares), 03/08/2023 (1,076 shares) and 03/08/2024 (1,027 shares). The filing references NASDAQ and a transaction date of 05/14/2026. The filing is a routine resale notice of shares associated with issuer awards.
ICU Medical director Kolleen T. Kennedy reported compensation-related equity activity in the company’s stock. On May 13, 2026, 1,254 Restricted Stock Units vested and were settled into an equal number of ICU Medical common shares, bringing her direct holdings to 4,539 shares.
On the same date, Kennedy also received a new grant of 1,475 Restricted Stock Units. According to the disclosure, these units have no purchase or exercise price and will vest on the anniversary of the grant date or at the following annual stockholder meeting, whichever occurs first.
ICU Medical director Laurie Hernandez reported routine equity compensation activity. On May 13, 2026, she exercised 1,254 Restricted Stock Units into Common Stock, bringing her direct holdings to 4,862 shares.
On the same date, she received a new grant of 1,475 Restricted Stock Units, which vest on the anniversary of the grant or the following stockholder meeting, whichever occurs first. The Restricted Stock Units have no purchase or exercise price.
ICU Medical director Elisha W. Finney reported equity compensation activity involving Restricted Stock Units (RSUs). On May 13, 2026, 1,254 RSUs were exercised into the same number of shares of common stock, increasing direct share ownership to 5,249 shares after the transaction. The filing also shows a new award of 1,475 RSUs, which carry no purchase or exercise price and are scheduled to vest on the first anniversary of the grant date or at the next annual stockholder meeting, whichever occurs first. These transactions reflect routine director compensation rather than open-market buying or selling.
ICU Medical director Donald Abbey reported compensation-related equity activity, not open-market trading. On May 13, 2026, Abbey exercised derivative securities to acquire 1,254 shares of Common Stock and received a new grant of 1,475 Restricted Stock Units, which have no purchase or exercise price and vest on the earlier of the grant anniversary or the next annual stockholder meeting. Following these transactions, Abbey directly holds 6,004 shares of Common Stock and 1,475 Restricted Stock Units tied to Common Stock.
ICU Medical director David F. Hoffmeister reported compensation-related equity activity. On May 13, 2026, he acquired 1,254 shares of Common Stock through the exercise of previously granted Restricted Stock Units, bringing his direct holdings to 6,004 shares of Common Stock.
On the same date, he also received a new award of 1,475 Restricted Stock Units. These RSUs have no purchase or exercise price and are scheduled to vest on the anniversary of the grant date or at the following annual stockholder meeting, whichever occurs first. The filing shows no open-market purchases or sales.
ICU Medical director David C. Greenberg reported a mix of option exercises, stock sales, and equity awards. On May 12, 2026, he exercised options for 2,424 shares of common stock at $101.06 per share and sold 2,424 shares at $122.91 per share, leaving 7,960 shares held directly.
On May 13, 2026, 1,254 Restricted Stock Units vested into common stock, increasing his direct holdings to 9,214 shares. He also received a new grant of 1,475 Restricted Stock Units, which have no purchase or exercise price and will vest on the grant anniversary or the next annual stockholder meeting, whichever comes first.
ICU Medical Inc. filing: Fuller & Thaler Asset Management reports beneficial ownership of 1,220,538.95 shares of common stock, equal to 4.94% of the class as of 03/31/2026. The schedule amendment discloses sole voting power of 1,201,822.95 shares and sole dispositive power of 1,220,538.95 shares. The filing is labeled "Ownership of 5 percent or Less of a Class."