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  4. [8-K] Medline Inc. Reports Material Event

Medline (NASDAQ: MDLN) investors back directors, pay plan and EY auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Medline Inc. held its 2026 Annual Meeting of Stockholders on June 11, 2026, where all 12 director nominees were elected to one-year terms extending to the 2027 annual meeting. Each director received over 1.15 billion shares voted in favor, with additional broker non-votes recorded.

Stockholders also approved, on an advisory basis, the Company’s executive compensation, with 1,189,280,399 shares for and 6,203,145 against. In a separate advisory vote on how often to hold these say-on-pay votes, stockholders supported an annual frequency, and the Company decided to continue holding them every year.

Finally, stockholders ratified the selection of Ernst & Young LLP as Medline’s independent auditor for the fiscal year ending December 31, 2026, with 1,211,242,117 shares for, 156,205 against, and 47,637 abstentions.

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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.
Say-on-pay for votes 1,189,280,399 shares Advisory approval of executive compensation at 2026 annual meeting
Say-on-pay against votes 6,203,145 shares Advisory approval of executive compensation at 2026 annual meeting
Annual frequency support 1,195,424,539 shares Votes for one-year say-on-pay frequency
Auditor ratification for votes 1,211,242,117 shares Ratification of Ernst & Young LLP for fiscal year 2026
Auditor ratification against 156,205 shares Ratification of Ernst & Young LLP for fiscal year 2026
Director example for votes 1,190,578,539 shares Votes for director nominee Charles N. Mills
broker non-votes financial
"Director | Shares For | Shares Withheld | Broker Non-Votes Charles N. Mills | 1,190,578,539 | 4,959,993 | 15,907,427"
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 vote financial
"Stockholders approved, on an advisory basis, the Company’s executive compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
emerging growth company regulatory
"Emerging growth company   Item 5.07. Submission of Matters to a Vote of Security Holders."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
independent auditor financial
"ratifying the selection of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026."
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
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Understanding 8-K Material Events →
0002046386FALSE00020463862026-06-112026-06-11

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): June 11, 2026
___________________________________
Medline Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation)
001-43022
(Commission File Number)
33-1845288
(IRS Employer Identification Number)
3 Lakes Drive
Northfield, IL 60093
(Address of principal executive offices, including zip code)
(847) 949-5500
(Registrant's telephone number, including area code)
Not Applicable
(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
Class A common stock, par value $0.0001 per share
MDLN
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company 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.

On June 11, 2026, Medline Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of (i) electing the 12 director nominees named in the proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 23, 2026; (ii) approving, on an advisory basis, the Company’s executive compensation; (iii) approving the frequency of holding advisory votes to approve the Company’s executive compensation; and (iv) ratifying the selection of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026.

Stockholders were entitled to one vote per share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) held and one vote per share of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”) held on the matters presented at the Annual Meeting. The Class A Common Stock and Class B Common Stock voted as a single class on all matters presented at the Annual Meeting. The final results of the stockholder vote are set forth below.

Item 1. Election of Directors. Stockholders elected each of the 12 nominees to serve as a director of the Company for a one-year term expiring at the Company’s 2027 Annual Meeting of Stockholders as follows:

Director
Shares For
Shares Withheld
Broker Non-Votes
Charles N. Mills
1,190,578,539
4,959,993
15,907,427
Joseph P. Baratta
1,187,349,612
8,188,920
15,907,427
Jacob D. Best
1,184,283,692
11,254,840
15,907,427
Todd M. Bluedorn
1,191,284,106
4,254,426
15,907,427
James M. Boyle
1,191,290,295
4,248,237
15,907,427
Richard A. Galanti
1,187,400,373
8,138,159
15,907,427
Patrick J. Healy
1,191,257,516
4,281,016
15,907,427
Andrew J. Mills
1,190,955,225
4,583,307
15,907,427
Robert R. Schmidt
1,151,561,782
43,976,750
15,907,427
Anushka M. Sunder
1,188,360,787
7,177,745
15,907,427
Thomas W. Sweet
1,187,354,719
8,183,813
15,907,427
Stephen H. Wise
1,187,346,890
8,191,642
15,907,427

Item 2. Advisory Vote to Approve Executive Compensation. Stockholders approved, on an advisory basis, the Company’s executive compensation as follows:
Shares For
Shares Against
Abstentions
Broker Non-Votes
1,189,280,399
6,203,145
54,988
15,907,427

Item 3. Advisory Vote on the Frequency of Votes on Executive Compensation. Stockholders approved, on an advisory basis, a frequency of one year for future advisory votes on the Company’s executive compensation as follows:
One Year
Two Years
Three Years
Abstentions
Broker Non-Votes
1,195,424,539
19,303
61,335
33,355
15,907,427

Item 4. Ratification of the Selection of Ernst & Young LLP as Independent Auditor for Fiscal Year 2026. Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2026 as follows:
Shares For
Shares Against
Abstentions
1,211,242,117
156,205
47,637

The Company has decided, going forward, to hold an advisory stockholder vote on the Company’s executive compensation every year, consistent with the recommendation of the Board of Directors of the Company to stockholders.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: June 12, 2026
MEDLINE INC.
By:
/s/ Alex M. Liberman
Name: Alex M. Liberman
Title: Chief Legal Officer




Source: View Original Filing on SEC EDGAR

FAQ

What did Medline Inc. (MDLN) stockholders approve at the 2026 annual meeting?

Medline stockholders elected 12 directors, approved executive compensation on an advisory basis, chose an annual say-on-pay frequency, and ratified Ernst & Young LLP as independent auditor for fiscal year 2026. All proposals received strong support in the share votes recorded.

How did Medline Inc. (MDLN) shareholders vote on executive compensation?

Shareholders approved Medline’s executive compensation on an advisory basis, with 1,189,280,399 shares voting for, 6,203,145 against, and 54,988 abstaining. There were 15,907,427 broker non-votes. This outcome indicates broad stockholder support for the current compensation program structure.

What frequency of say-on-pay votes did Medline Inc. (MDLN) investors choose?

Investors favored annual say-on-pay votes, with 1,195,424,539 shares supporting a one-year frequency. Only 19,303 shares supported two years and 61,335 supported three years. Medline decided to hold advisory votes on executive compensation every year, aligning with its board’s recommendation.

Were all Medline Inc. (MDLN) director nominees elected at the 2026 meeting?

Yes. All 12 director nominees were elected to one-year terms ending at the 2027 annual meeting. Each nominee received over 1.15 billion shares voted in favor, with varying withheld votes and 15,907,427 broker non-votes recorded for each director on the ballot.

Did Medline Inc. (MDLN) stockholders ratify Ernst & Young as auditor for 2026?

Stockholders ratified Ernst & Young LLP as Medline’s independent auditor for fiscal year 2026, with 1,211,242,117 shares for, 156,205 against, and 47,637 abstentions. This supports continuing the company’s existing external audit relationship for the December 31, 2026 fiscal year.

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