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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:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon stock, par value $0.10 per share
iICUI
iThe
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
i☐
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 17, 2023, ICU Medical, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the second amendment to the Amended and Restated ICU Medical, Inc. 2011 Stock Incentive Plan (the “2011 Plan” and such amendment, the “Plan Amendment”). The Plan Amendment was adopted by the Company’s Board of Directors on March 14, 2023 and became effective on such date, subject to approval
by the Company’s stockholders.
The Plan Amendment makes the following material changes to the 2011 Plan:
(i)Increases the number of shares available for issuance under the 2011 Plan by 2,186,000 shares of common stock to an aggregate of 6,365,510 shares of common stock;
(ii)Increases the number of shares which may be granted as incentive stock options (“ISOs”) under the 2011 Plan by 2,186,000 shares of common stock to an aggregate of 6,365,510 shares of common stock;
(iii)Introduces certain limited exceptions to the 2011 Plan’s
minimum vesting provision, in addition to the exception for the issuance of awards in an aggregate of up to 5% of the aggregate share limit, including adding exceptions for (a) awards delivered in lieu of cash compensation, (b) annual equity grants to non-employee directors for which the vesting period runs from the date of one annual meeting of the Company’s stockholders to the next annual meeting of the Company’s stockholders and which is at least 50 weeks after the immediately preceding year’s annual meeting, and (c) substitute awards;
(iv)Provides that awards outstanding under the 2011 Plan shall be subject to any clawback policy maintained by the
Company; and
(v)Extends the right to grant awards under the 2011 Plan through March 14, 2033.
The material terms and conditions of the Plan Amendment are described in the section entitled “Proposal 2 – Approve an amendment to the Amended and Restated ICU Medical, Inc. 2011 Stock Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 4, 2023.The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the
Plan Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, 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
22,282,068
325,877
1,022,878
George A. Lopez, M.D.
22,429,987
177,958
1,022,878
David
C. Greenberg
22,369,956
237,989
1,022,878
Elisha W. Finney
20,375,053
2,232,892
1,022,878
David F. Hoffmeister
20,529,227
2,078,718
1,022,878
Donald
M. Abbey
22,388,339
219,606
1,022,878
Laurie Hernandez
22,391,633
216,312
1,022,878
Kolleen T. Kennedy
22,429,621
178,324
1,022,878
William
Seeger
22,429,386
178,559
1,022,878
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. To approve an Amendment to the Amended and Restated ICU Medical, Inc. 2011 Stock Incentive Plan.
Votes
For
Votes Against
Votes Abstained
Broker Non-Votes
21,595,808
1,003,038
9,099
1,022,878
The Company's stockholders approved the Plan Amendment.
Proposal
3. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
Votes For
Votes
Against
Votes Abstained
Broker Non-Votes
22,541,887
1,082,300
6,636
0
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, 2023.
Proposal 4. Approve the advisory vote on the Company’s named executive officer compensation.
Votes For
Votes
Against
Votes Abstained
Broker Non-Votes
21,821,061
772,716
14,168
1,022,878
The Company’s stockholders approved, on an advisory basis, the Company’s named executive officer compensation.
Proposal
5. Advisory vote to determine the frequency of future advisory votes on the Company's named executive officer compensation.
1 Year
2
Years
3 Years
Votes Abstained
Broker Non-Votes
22,475,185
1,721
114,486
16,553
1,022,878
An advisory vote on the frequency of future advisory votes on the
Company’s named executive officer compensation was held and the frequency that received the most votes was one year. The Board of Directors has considered the outcome of this advisory vote and has determined that the Company will hold an annual advisory vote on executive compensation.
Second
Amendment to ICU Medical, Inc. Amended and Restated 2011 Stock Incentive Plan
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.
