Utah Medical (UTMD) investors approve directors, auditor and executive pay

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Utah Medical Products, Inc. reported the results of its annual stockholder meeting held on May 1, 2026. Stockholders elected Ernst G. Hoyer and James H. Beeson as directors, with Beeson receiving 1,708,941 votes for and Hoyer 1,330,333 votes for, alongside broker non-votes on each proposal.

Stockholders also ratified the selection of Haynie & Co. as the company’s independent public accounting firm for the year ended December 31, 2026, with 2,753,278 votes for. On an advisory basis, stockholders approved the compensation of the company’s named executive officers, with 2,354,919 votes for. The company plans to continue holding annual advisory votes on executive compensation until at least the next required vote on the frequency of these votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Votes for James H. Beeson: 1,708,941 votes Votes for Ernst G. Hoyer: 1,330,333 votes Auditor ratification for Haynie & Co.: 2,753,278 votes for +2 more

5 metrics

Votes for James H. Beeson 1,708,941 votes Director election at May 1, 2026 annual meeting

Votes for Ernst G. Hoyer 1,330,333 votes Director election at May 1, 2026 annual meeting

Auditor ratification for Haynie & Co. 2,753,278 votes for Ratification for year ended December 31, 2026

Say-on-pay support 2,354,919 votes for Advisory vote on executive compensation

Broker non-votes on director elections 372,329 broker non-votes Each director election proposal

Key Terms

Broker Non-Votes, independent public accounting firm, advisory basis, Compensation Discussion and Analysis, +1 more

5 terms

Broker Non-Votes financial

"Broker Non-Votes 372,329"

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.

independent public accounting firm financial

"Ratified the selection of Haynie & Co. as the Company’s independent public accounting firm"

advisory basis financial

"Approved, on an advisory basis, the compensation paid to UTMD’s named executive officers"

Compensation Discussion and Analysis financial

"including the Compensation Discussion and Analysis, compensation tables and narrative discussion"

annual advisory stockholder votes financial

"The Company will continue to include annual advisory stockholder votes on executive compensation"

Understanding 8-K Material Events →

05/04/2026 - 03:09 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 1, 2026

Commission File No. 001-12575

UTAH MEDICAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)

UTAH				87-0342734
(State or other jurisdiction of				(IRS Employer
incorporation or organization)				Identification No.)

7043 South 300 West
Midvale, Utah 84047
(Address of principal executive offices)

Registrant’s telephone number:				(801) 566-1200

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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 May 1, 2026 at the Company’s annual meeting of stockholders, stockholders approved, did not approve or indicated their preference on the following matters submitted to them for consideration:

Elected Ernst G. Hoyer as a director of the Company:

For 1,330,333Withheld1,070,640Broker Non-Votes 372,329

Elected James H. Beeson as a director of the Company:

For 1,708,941Withheld 692,032Broker Non-Votes372,329

Ratified the selection of Haynie & Co. as the Company’s independent public accounting firm for the year ended December 31, 2026:

For 2,753,278Against16,273Abstentions 3,751

Approved, on an advisory basis, the compensation paid to UTMD’s named executive officers, including the Compensation Discussion and Analysis, compensation tables and narrative discussion:

For 2,354,919Against 38,451Abstentions 7,603 Broker Non-Votes 372,329

The Company will continue to include annual advisory stockholder votes on executive compensation in its proxy materials. Annual advisory stockholder votes will be held until at least the next required advisory vote on frequency of stockholder votes on the compensation of executives.

SIGNATURES

Pursuant to the requirements of the Securities Exchanges Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UTAH MEDICAL PRODUCTS, INC.

REGISTRANT

Date: 5/04/2026 By: /s/ Kevin L. Cornwell

Kevin L. Cornwell

Chairman & CEO

Source: View Original Filing on SEC EDGAR

FAQ

What did UTMD stockholders decide at the May 1, 2026 annual meeting?

UTMD stockholders elected two directors, ratified Haynie & Co. as independent public accounting firm for 2026, and approved on an advisory basis the compensation of named executive officers. These decisions confirm the company’s current board composition, auditor choice, and executive pay practices.

Which directors were elected at Utah Medical Products (UTMD) 2026 annual meeting?

Stockholders elected Ernst G. Hoyer and James H. Beeson as directors. Hoyer received 1,330,333 votes for and 1,070,640 withheld, while Beeson received 1,708,941 votes for and 692,032 withheld, with 372,329 broker non-votes recorded on each director election proposal.

Did UTMD stockholders approve the company’s independent auditor for 2026?

Yes, UTMD stockholders ratified the selection of Haynie & Co. as independent public accounting firm for the year ended December 31, 2026. The proposal received 2,753,278 votes for, 16,273 against, and 3,751 abstentions, indicating strong stockholder support for the auditor choice.

How did Utah Medical Products (UTMD) stockholders vote on executive compensation?

Stockholders approved, on an advisory basis, the compensation of UTMD’s named executive officers, including related analysis and tables. The say-on-pay proposal received 2,354,919 votes for, 38,451 against, and 7,603 abstentions, with 372,329 broker non-votes, signaling broad support for current pay practices.

Will UTMD continue holding annual say-on-pay votes on executive compensation?

UTMD stated it will continue to include annual advisory stockholder votes on executive compensation in its proxy materials. These annual votes will continue until at least the next required stockholder advisory vote on how often such compensation votes should occur in the future.

Filing Exhibits & Attachments

4 documents