Good morning. Welcome to the 2026 Annual Meeting of Stockholders of ICU Medical, Inc. At this time, I would like to inform you that this conference is being recorded for rebroadcast. I will now turn the meeting over to Mr. Bonnell, who will preside over this meeting. Thank you, and over to you.
Ladies and gentlemen, the Annual Meeting of Stockholders of ICU Medical, Inc. will come to order. I am Brian Bonnell, Chief Financial Officer and Treasurer of ICU Medical. I welcome each of you to this annual meeting of stockholders. This meeting is being entirely conducted on the Internet only. We utilize this format to make it possible for more of our stockholders to participate in the meeting.
I would like to introduce the current directors of ICU Medical, Inc. Vivek Jain, Chairman and Chief Executive Officer of ICU Medical. David C. Greenberg, Chief Executive Officer of HomeThrive, Inc. Elisha W. Finney, former Executive Vice President, Finance and Chief Financial Officer of Varian Medical Systems. David F. Hoffmeister, former Senior Vice President and Chief Financial Officer of Life Technologies Corp. Donald M. Abbey, Executive Vice President, Global Business Services, Regulatory, Medical, and Clinical Affairs at Dexcom.
Laurie Hernandez, former Healthcare Executive at Baxter Healthcare Corporation. Kolleen T. Kennedy, former President, Proton Solutions, and Chief Growth Officer at Varian Medical Systems. In addition, Tammy Octavio, Partner of Deloitte & Touche LLP, the company's auditors for 2025, is on the line with us and will be available to receive and answer questions that stockholders may have.
Also on the line is Virginia Sanzone, Corporate Vice President, General Counsel, and Secretary of ICU Medical, Inc. Mr. Mike DeJalowski from Broadridge, our tabulation agent. Mr. DeJalowski has been appointed as Inspector of Elections for this meeting. I will now turn the meeting over to Virginia Sanzone.
Thank you, Brian. Following the vote on the annual meeting proposals, we will have time to answer questions from stockholders. Please submit any questions via the link to the Internet. We will not answer any questions that are unrelated to the business of today's meeting or that is substantially covered in the proxy statement. We ask that you refer to the rules of conduct for this meeting, which are available on the virtual meeting website.
This meeting is being held pursuant to written notice mailed on April 2, 2026 to all stockholders of record at the close of the business on March 20, 2026, which is the record date determined by the board of directors. All stockholders of record as of the close of business on the date are entitled to notice of and to vote at this meeting.
Just a reminder that if you are a stockholder of record and wish to vote your shares directly, you may cast your vote during the meeting once the polls have opened. Mr. Bonnell will now present the record as to the giving of notice of this meeting.
Thank you, Virginia. The company's tabulation agent, Broadridge Financial Solutions, has provided a certificate of mailing dated April 14th, 2026, certifying that on April 2nd, 2026, at New York, N.Y., a notice of annual meeting and proxy card were properly mailed to the company stockholders of record.
Secretary will attach the certificate to mailing to the minutes of this meeting. The Inspector of Elections will report as to the proxies that have been received and the number of shares represented by proxy.
I report that there are represented at this meeting by stockholders in attendance or voting by proxies that have been received in due and proper form an aggregate of 24,123,790 shares of common stock out of a total of 24,992,388 shares of common stock outstanding on March 20, 2026. This constitutes approximately 96% of the shares outstanding and entitled to vote at this meeting.
Having heard the report of the Inspector of Elections, I declare that a quorum is present and that this meeting is authorized and may proceed to transact the business set forth in the notice of annual meeting of stockholders. We will now proceed the transaction of business. The polls are now open for voting on seven matters to be considered at this meeting. Any stockholder of record who wishes to vote directly may do so now until the polls close.
Each stockholder may vote the number of shares that he or she held of record on May 20th, 2026. The first item of business is to reelect seven directors of the company to serve for a term of one year or until their successors have been elected and qualified. The board of directors has nominated each of Vivek Jain, David C. Greenberg, Elisha W. Finney, David F.
Hoffmeister, Donald M. Abbey, Laurie Hernandez, and Kolleen T. Kennedy to serve as directors of ICU Medical, Inc. As no other persons were nominated in accordance with the company's governing documents, we will not be considering any other nominations at this meeting. The board recommends that you vote for the election of each director nominee.
The second item of business is to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the company for the year ending December 31, 2026. The board recommends that you vote for this proposal. The third item of business is to vote for the resolution set forth in the company's proxy statement to approve on an advisory non-binding basis the compensation of the company's named executive officers. As disclosed in the proxy statement, the board recommends that you vote for this proposal.
The fourth item of business is to approve amendments to the company's amended and restated certificate of incorporation to adopt simple majority voting provision. The board recommends that you vote for this proposal. The fifth item of business is to 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%. The board recommends that you vote for this proposal.
The sixth item of business is to approve an adjournment of the annual meeting if necessary to solicit additional proxies if there are not sufficient votes at the time of the annual meeting to approve proposal five. The board recommends that you vote for this proposal.
The seventh item of business is a stockholder proposal submitted to the company by Mr. John Chevedden, a stockholder, requesting that the company establish a 10% stockholder special meeting right. The board recommends that you vote against this proposal.
As per the rules of conduct for this meeting, Mr. Chevedden or his qualified representatives will be granted two minutes to introduce the proposal at this time. We recognize Mr. Chevedden or his representative for a period of two minutes. Operator, will you please open the line for Mr. Chevedden or his representative to present his proposal?
The line is now open.
Hello, this is John Chevedden. Proposal seven, give shareholders a genuine ability to call for a special shareholder meeting. Shareholders ask our board of directors to take the steps necessary to amend the governing documents to give the owners a combined 10% of our outstanding common stock the power to call a special shareholder meeting.
There shall be no poison pill discriminatory rules require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting. Proposal seven is for an attainable right for shareholders to call for a special shareholder meeting. It is sad that the ICU response to this proposal seven is to put forth a weak proposal five for ICU shareholders to call for a special shareholder meeting.
The ultimate responsibility for the weak ICU proposal five falls on Elisha Finney, Chair of the ICU Governance Committee. Proposal five has two formidable barriers, each of which alone makes a call for a special meeting nearly impossible. The two nearly impossible barriers are a requirement for 25% of ICU shares instead of the 10% figure in this proposal seven.
Two, a so-called right that is governed by 2,200 words of dense legalese when a genuine right needs only 100 words. History tells us that each of the above factors alone is enough to make a special shareholder right meeting a moot.
Shareholders of more than 100 companies have voted on proposal like this, proposal seven, and not even one of these 100 companies have ever cited a special shareholder meeting taking place that had even one of the above two factors in the company's bylaws. Proposal five is more like an insurance policy for ICU that has two separate ways for ICU to defeat any attempt by shareholders to call for a special shareholder meeting.
ICU seems to force proposal five on the shareholders because ICU plans to potentially take the extraordinary step of adjourning this annual meeting if it does not have enough votes for its weak proposal five, and then seek more votes after the adjournment. It's most unfortunate that ICU Medical is unwilling to discuss items other than the seven proposals at this meeting. Thank you.
The board of directors unanimously recommend to vote against this proposal for the reasons set forth in the company's proxy statement. As disclosed in the proxy statement, the company has engaged with many of our stockholders with respect to a variety of governance-related topics, including views with respect to stockholder right to call a special meeting.
Based on these discussions, investors are supportive for the proposal that management put forward, which would allow stockholders holding at least 25% of the combined voting power of outstanding securities to call a special meeting. We urge stockholders to support management's proposal. There are no other proposals to come before this meeting. We will now close the polls for voting and pause for a moment to see if there are any questions submitted online prior to or during the meeting regarding the matters to be considered during this meeting.
We have received a couple of questions from stockholders this morning, all of which are either addressed on the proxy statement or are not pertinent to the matters being considered at this meeting, and as such, will not be addressed during today. The Inspector of Elections is now prepared to report on the vote results.
I've tabulated the votes cast on the election of directors and report that each of the seven director nominees received a minimum of 21,830,140 votes, or 98.5% of the shares represented or present or represented by proxy and entitled to be voted in favor of their election to serve until the next annual meeting of stockholders and until their successors have been elected or qualified.
I declare that Mr. Jain, Mr. Greenberg, Ms. Finney, Mr. Hoffmeister, Mr. Abbey, Ms. Hernandez, and Ms. Kennedy have been duly elected as directors of ICU Medical to serve until 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.
I tabulated the votes cast on the proposal to ratify the appointment of Deloitte & Touche LLP as auditors of the company. The proposal received the affirmative vote of 23,862,197, or 98.9% of the shares present or represented by proxy and entitled to be voted on the proposal.
I declare that the proposal to ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ended December 31, 2026 has been approved.
I tabulated the vote cast on the advisory vote of the compensation of the company's named executive officers. The proposal received the affirmative vote of 21,211,525, or 95.8% of the shares cast affirmatively or negatively.
I declare that the advisory approval of the compensation of the company's named executive officers has been approved.
I tabulated the votes cast on the proposal to approve the amendments of the company's amended and restated certificate of incorporation to adopt simple majority voting provisions. The proposal received the affirmative vote of 22,121,581 of the outstanding shares of our stock entitled to vote thereon.
I declare that the amendment to the company's amended and restated certificate of incorporation to adopt simple majority vote provisions has been approved.
I tabulated the votes cast on the proposal to approve amendments 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%. The proposal received the affirmative vote of 20,744,372 or 83% of the shares cast affirmatively or negatively.
I declare that the amendment to the company's amended and restated certificate of incorporation to call special meetings at an ownership threshold of 25% has been approved.
I tabulated the votes cast on the proposal to approve an adjournment of the annual meeting if there are insufficient votes to approve the company's special meeting right proposal. The adjournment proposal received the affirmative vote of 21,087,338, or 95% of the shares cast affirmatively or negatively.
I declare that the adjournment proposal has been approved. Because the proposal to approve the company's stockholders meeting right has been approved, it is not necessary to adjourn the annual meeting as the company's stockholder meeting right proposal.
I have tabulated the votes cast on the proposal to establish a 10% shareholder special meeting right. The proposal received the affirmative vote of 9,009,640, or 40.7% of the shares cast, and also received 59.3% or 13,124,012 shares or 59.3% of the shares cast against this proposal.
I declare that a 10% stockholder meeting right has not been approved. There is no further business to come before the meeting, I will turn the meeting back over to Mr. Bonnell.
Thank you. Before adjourning the meeting, I would like to tell you that management is committed to continuing the progress we have made. We thank you for your continued support. The meeting is now adjourned.
Ladies and gentlemen, that concludes our meeting. Thank you for participating, and have a nice day. All parties may now disconnect.