Medline Inc. (MDLN)
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AGM 2026

Jun 11, 2026

Summary

The meeting highlighted strong 2025 performance, with $2.4 billion in new customer signings and ongoing investments in technology and product innovation. All board nominees and proposals, including executive compensation and auditor ratification, were approved.

Nicole Fritz
VP, Deputy General Counsel, and Corporate Secretary, Medline

Good morning, and welcome to Medline's 2026 Annual Meeting of Stockholders. I'm Nicole Fritz, Vice President, Deputy General Counsel, and Corporate Secretary. I will serve as secretary of today's meeting. On behalf of our Board of Directors, executive team, and 45,000 employees worldwide, we thank you for joining Medline's inaugural 2026 Annual Meeting of Stockholders. Joining me today is Jim Boyle, our Chief Executive Officer and a member of our Board, who will act as chair of the meeting, and Alex Liberman, our Chief Legal Officer. I would also like to welcome the other members of our Board of Directors joining us. All 12 members of our Board are up for re-election today. Peter Fritz has been appointed as Inspector of Election and is present at today's meeting.

Representatives of our independent auditor, Ernst & Young LLP, are also joining us today and are available to answer questions from stockholders after the business of today's meeting has closed. We have designed the format of this virtual meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting. The agenda and the rules of procedure for today's meeting are available under Meeting Materials at the bottom of your screen. There will be an opportunity for questions about the four proposals after they are presented, and a general question and answer session after the business of today's meeting has closed. You may vote your shares online using the Vote Here button at the bottom of your screen at any time during this meeting prior to the closing of the polls.

The polls opened at the beginning of the meeting, and we will close the polls on all matters immediately after the presentation and discussion of today's proposals. If you have previously voted, it is not necessary for you to vote today unless you wish to change your vote. During today's meeting, we will make some forward-looking statements. As a reminder, our actual results may differ materially from these statements. You should refer to the cautionary statements, risk factors, and other information in our 2025 annual report, our 10-Q for the first quarter of 2026, and our subsequent filings with the SEC. With that, it is my pleasure to turn it over to our Chief Executive Officer and Board member, Jim Boyle.

Jim Boyle
CEO, Medline

Thanks, Nicole. Good morning, everyone. Thank you for being with us for our inaugural annual meeting following Medline's IPO. It's timely that we're gathering for this meeting in June, as this month also marks Medline's 60th anniversary. Over six decades, Medline has grown from a small entrepreneurial family business into a trusted global healthcare partner with agility and scale, and I believe our best chapters are still ahead. The IPO was an important milestone for the company and provides us additional financial flexibility to keep investing in the business and continue leading the industry over the long term. Importantly, our foundation remains the same. Our mission is to make healthcare run better, and that continues to guide how we think about the business and the role we play with our customers.

At a high level, we serve healthcare providers across care settings and channels, delivering medical supplies, clinical products, and Supply Chain Solutions that help them operate more efficiently and better serve patients. What really ties us together is our unique vertically integrated business model, serving the entire continuum of care, which we view as our force multiplier. Our Medline brand product portfolio and our Supply Chain Solutions business reinforce each other in a way that strengthens our value proposition. Our Medline brand segment allows us to drive innovation and offer value to our customers, while our Supply Chain Solutions segment leverages third-party product distribution and supply chain optimization services to provide customers the right products at the right place at the right time at the best total value. Together, that combination allows us to deliver more than just products. It allows us to deliver outcomes.

It's a model that supports consistency, creates efficiencies at scale, and has contributed to a strong track record of growth and performance over the company's 60-year history. During 2025, we made solid progress across the business. We exceeded our annual goal and added $2.4 billion in total new customer signings, fueling the pipeline for future Medline brand opportunities. We continued to invest in and enhance our distribution network through automation and technology through our partnerships with AutoStore and Symbotic. We expanded our Medline brand product portfolio, addressing customers' needs with new innovations. We announced and began piloting Mpower, our AI-based collaboration with Microsoft. These are all examples of how we're continuing to build capabilities that support our customers and strengthen the business. Looking ahead, we are confident in the future.

We see meaningful opportunities to continue driving sales and earnings growth across the business, supported by the same operating model and capabilities that has served us well over time. Our focus remains on executing consistently, investing where it matters, and continuing to create value for shareholders. In closing, I'd like to thank the Board, our shareholders, and all of our employees and customers for their continued support. Their partnership and confidence in Medline have been critical to our success, and we look forward to building on that momentum together. With that, I will turn the call back over to Nicole.

Nicole Fritz
VP, Deputy General Counsel, and Corporate Secretary, Medline

Thank you, Jim. I have an affidavit of mailing from Broadridge Financial Solutions certifying that notice of this meeting was duly given. All stockholders of record at the close of business on April 13, 2026, are entitled to vote at this annual meeting. As of the record date, there were 845,611,435 shares of the company's Class A common stock and 468,081,977 shares of the company's Class B common stock issued and outstanding. I am pleased to report that I have been informed by the Inspector of Election that at least a majority of the shares entitled to vote at this meeting are represented by proxy or in attendance. The meeting is duly convened, and a quorum is present. With that, let's turn to the formal items of business.

Each of the proposals to be voted on today is set forth in our proxy statement. The first item of business today is the election of directors to serve until the 2027 Annual Meeting of Stockholders or until their successor has been duly elected and qualified. The nominees whose names and biographies appear in our proxy statement are Charles N. Mills, Joseph P. Baratta, Jacob D. Best, Todd M. Bluedorn, James M. Boyle, Richard A. Galanti, Patrick J. Healy, Andrew J. Mills, Robert R. Schmidt, Anushka M. Sunder, Thomas W. Sweet, and Stephen H. Wise. Our Board recommends a vote for each of these nominees for director. The second item of business is an advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Our Board recommends a vote for the advisory resolution to approve executive compensation.

The third item of business is an advisory vote on the frequency of advisory votes to approve the compensation of our named executive officers. Our Board recommends a vote for a frequency of one year on the advisory resolution on the frequency of future votes to approve the compensation of our named executive officers. The fourth item of business is the ratification of the appointment of Ernst & Young LLP as our independent auditor for 2026. Our Board and audit committee recommends a vote for the ratification of the appointment of Ernst & Young as Medline's independent auditor. I am now confirming whether we received any questions regarding the proposals. We have not received any questions. The vote is being taken on the four proposals presented at this meeting.

If there are any stockholders who have not already voted and wish to vote their shares or wish to change their vote, you may do so now by clicking the Vote Here button on your screen. We will pause for a minute before closing the polls. Everyone has had the opportunity to vote. I now declare the polls are closed. I have a preliminary vote report from the Inspector of Election and will now report the preliminary voting results. With respect to proposal one, we have received votes sufficient to elect each of the 12 director nominees. With respect to proposal two, we have received votes sufficient to approve the advisory vote on the company's executive compensation. With respect to proposal three, we have received votes sufficient to approve a frequency of one year for future advisory votes on the company's executive compensation.

With respect to Proposal 4, we have received votes sufficient to ratify the appointment of Ernst & Young as Medline's independent auditor for 2026. The final vote results for today's meeting will be available after the votes have been certified by the Inspector of Election in a Form 8-K we will file with the Securities and Exchange Commission within four business days after this meeting. There being no further business for the 2026 Annual Meeting of Stockholders, the business portion of this meeting is now adjourned. We will take a short pause before we begin our question-and-answer session. Seeing no questions, this concludes Medline's 2026 Annual Meeting of Stockholders. Thank you for attending and for your support.