Merit Medical Systems, Inc. (MMSI)
NASDAQ: MMSI · Real-Time Price · USD
61.36
-1.20 (-1.92%)
May 15, 2026, 4:00 PM EDT - Market closed
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AGM 2026

May 13, 2026

F. Ann Millner
Chair of the Board, Merit Medical Systems

Meeting of shareholders. I want to express our appreciation and gratitude to all who've contributed in so many ways to the company's success this past year. The past year has been truly unique in many respects, and we appreciate the tremendous contributions of our employees and other key stakeholders. We finished 2025 with impressive momentum, delivering record revenue, strong free cash flow, and operating results at the upper end of our peer group. We successfully completed the second year of our Continued Growth Initiatives Program, strengthening profitability, driving top-line growth, and advancing innovation across our portfolio. The year 2025 also marked an important leadership transition for Merit with the appointment of Martha Aronson as the President and Chief Executive Officer. Martha brings exceptional experience and leadership as we guide Merit into its next phase of growth. Today's virtual meeting is a live audio webcast.

Most of our directors and certain executive officers and employees are present in person and will be able to assist with questions during the Q&A period. Additionally, we are joined by other directors of the company, as well as representatives from the independent registered public accounting firm, Deloitte & Touche, and many other company officers and employees who are attending today's meeting through the webcast. As is our custom, we will conduct the business portion of the meeting first and then review the company's business activities and outlook. We'll then answer questions submitted online. Please note that you may vote your shares online at any time during this meeting before the closing of the polls. The meeting will officially come to order. Let us now turn the meeting over to Brian Lloyd, our Chief Legal Officer and Corporate Secretary. Brian.

Brian Lloyd
Chief Legal Officer and Corporate Secretary, Merit Medical Systems

Thank you, Ann. We are conducting the meeting in accordance with our Fourth Amended and Restated Bylaws and meeting rules. In order to ensure that the business of the meeting proceeds in an orderly fashion, we ask that you please observe the rules of conduct. These rules are available on the meeting website. As a reminder, you may submit questions at any time before the end of the Q&A session. Some of our comments and responses to your questions during today's meeting may include forward-looking statements that are based on certain assumptions and are subject to a number of risks and uncertainties.

The risks, uncertainties, and assumptions that could affect these forward-looking statements include risks that are described in our SEC reports, including our annual report on Form 10-K for the year ended December 31st, 2025, and our quarterly report on Form 10-Q for the quarter ended March 31st, 2026. I'd also like to point out that the information presented at this meeting may include references to amounts that are expressed in a non-GAAP basis. A reconciliation of such non-GAAP amounts to GAAP and other information related to these non-GAAP measures is available in our SEC filings and on our website. Merit's agents have certified the notice of this meeting, dated March 31st, 2026, was provided beginning on April 2nd, 2026, to all shareholders of record as of March 20th, 2026, the record date for the meeting.

Copies of those certifications are in my possession. I therefore declare that legal notice of the meeting has been duly given. The company's board of directors has appointed Mike Balle, Merit's Chief of Accounting, and Marie Pehrson, Merit's Corporate Controller, as the Inspectors of Election for this meeting. Both inspectors are present at the meeting today and have taken and signed an oath as Inspectors of Election. This document will be filed with the minutes of the meeting. As Inspectors of Election, Mr. and Ms. Pehrson have informed me that the majority of the outstanding shares held of record as of close of business on the record date for this meeting are represented at this meeting. I declare that there is a quorum present and that we may proceed with the business of the meeting.

Please remember that you may vote your shares online at any time during this meeting before the closing of the polls.

F. Ann Millner
Chair of the Board, Merit Medical Systems

Thank you, Brian. There are five items of business on today's agenda in accordance with Merit's Fourth Amended and Restated Bylaws. These are the only proposals to be voted upon at this meeting. The proposals to be voted on at this meeting are described in our proxy statement that was made available to all shareholders. The first item of business is the election of directors, three to serve until the company's 2029 annual meeting and one, Lynne N. Ward, to serve until the company's 2027 annual meeting or until their successors are elected and qualified. The nominees for directors of the company are Martha G. Aronson, Lonny J. Carpenter, Lynne Ward, and Scott Ward. The second item of business is the approval on an advisory basis of the compensation of the company's named executive officers.

The third item of business is the approval of the Merit Medical Systems, Inc. 2026 Equity Incentive Plan. The fourth item of business is the approval of the Merit Medical Systems' 2026 Employee Stock Purchase Plan. The fifth item of business is the ratification of the appointment of Deloitte & Touche as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026. If you have not done so, please submit your vote now. This now concludes the voting at today's meeting, and the polls for each matter to be voted on at this meeting are now closed. The Inspectors of Election have tallied the votes, and I will now announce the preliminary results. All four director nominees have been elected.

Three to serve until the company's 2029 annual meeting, and one, Lynne Ward, to serve until the company's 2027 annual meeting or until their successors are elected and qualified. The shareholders have, on an advisory basis, voted to approve the compensation of the company's named executive officers. The shareholders have approved the Merit Medical Systems, Inc. Equity Incentive Plan. The shareholders have approved the Merit Medical Systems 2026 Employee Stock Purchase Plan. Deloitte & Touche has been ratified as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. These are preliminary results of voting.

The final voting results will be reported in a current report on Form 8-K filed with the Securities and Exchange Commission and in a report of the Inspector of Elections, which will be maintained in the company's corporate records within the minutes of these meetings. Excuse me. I would now like to extend a warm welcome to our new director, Scott Ward. Scott could not be with us today, but we're very pleased that he is willing to come serve on this board. He brings a wealth of experience and expertise, not only as someone who has run medical device companies but also has been a board member and a chair of a range of different types and sizes of medical device companies, and we're excited to have him.

I also want to recognize the re-election of Martha Aronson, Lonny Carpenter, and Lynne Ward to the board of directors and thank each of them for their willingness to continue to serve the company. Thank you all for the great service that you've provided and for your willingness to continue to serve this company. I also want to express my gratitude to David Floyd for his service to Merit over many years. David has served as a Director during a period of tremendous growth and change for the company. I had the opportunity to meet him when he first joined the board in 2020.

David has been someone who brought substantial experience and expertise in the medical device industry, and who acted with patience as we were working through our growing period as a company, sharing his expertise and his experience with us and helping Merit Medical to really become a company that has grown significantly over the past six years. I wanna thank him for that. I also wanna thank Fred Lampropoulos. Fred, as you well know, was the founder of Merit Medical Systems 38 years ago. From a very small company, he grew the Merit that we know today. His commitment, his passion, his expertise are just incredible as we think about the contributions that he has made to this company and its success. You could be called from anywhere about anything. He paid attention to every detail.

He knew this company better than anyone will ever know this company because he was part of growing it from the first few employees to the company it is today. Merit Medical is a success because of Fred Lampropoulos. It's our responsibility to build on that passion, that inspiration, that experience and expertise to take it into its next phases of growth. We wanna say to Fred, thank you. Your impact will always be felt on this company, and we look forward to continuing to work with you in the future. I wanna thank both Fred and David sincerely for what they have done and wish them very much success in their future endeavors. I'd like to turn some time over to Martha Aronson, President and CEO of Merit, to make a few remarks on our business.

After the business presentation, there will be time for shareholder questions. Martha?

Martha Aronson
President and CEO, Merit Medical Systems

Well, thank you, Ann. First, I wanna thank the board of directors for this opportunity to serve as the company's President and CEO. I'm truly honored and humbled to assume this position, and I'm grateful to the board for their support since joining the company. I wanna add my thanks to David Floyd for his outstanding service to Merit Medical. David's experience in the industry has been so valuable to our company, and we appreciate his contributions to the board. I also want to recognize and thank our founder, Fred Lampropoulos, for his extraordinary leadership for 38 years. Fred's focus on serving customers and driving innovation have left a lasting mark, not only on Merit Medical, but on the entire medical device industry. I also wanna join Ann in welcoming our newest director, Scott Ward. Scott, as you heard, brings extensive experience in medical devices.

The addition of Scott will enable our board to continue to have a wide range of experiences and perspectives, which is vital as we transition from a founder-led to a founder-inspired organization. Next, I wanna thank our 7,600 employees all around the world who bring the Merit way to life each and every day. Our values, for which we use the acronym HEART, reflect how we work at Merit and how we continue to improve patients' lives. H is for health, which is our commitment to the well-being of our employees, customers, and the patients they serve. E is for excellence. Excellence requires us to deliver our best every day with the highest standards. A is for agility, which is about acting and adapting to change. R is for responsibility, which means owning our decisions, actions, and results with integrity and accountability.

T is for teamwork, which is how we collaborate and communicate across Merit to achieve the very best outcomes. During 2025, a year of change, this team delivered outstanding results as Ann referenced earlier. We also continued to innovate across our portfolio. For example, in 2025, SCOUT reached an important milestone, having served more than 750,000 breast cancer patients worldwide with wire-free technology. We also launched Prelude Wave with SnapFix Technology, which is designed to support radial access procedures. We introduced the Ventrax Delivery System, expanding our cardiac offering with a solution designed to support precise and reliable device delivery in complex cardiac ablation procedures. We added several new technologies with the acquisition of Biolife, as well as the C2 CryoBalloon in our endoscopy platform.

So far this year, we are on track to meet our third and final year of our Continued Growth Initiative goals. The team and I are building Merit's next chapter on a strong foundation. We have a clear focus on growth, innovation, and execution, and I look forward to sharing more information about our long-range plans in the months ahead. Suffice to say, I am proud to be part of the Merit team. After seven months in this role, I feel even more confident in the direction we're headed, especially in our ability to serve customers globally who support the patients who depend on them each and every day. I thank you all for your interest in Merit Medical, and I will now turn the time back over to Ann.

F. Ann Millner
Chair of the Board, Merit Medical Systems

Thank you, Martha. Thank you for your leadership in picking up the baton for Merit Medical . We know that you will lead us into the future that we have all have high expectations for. Thank you very much. The annual meeting of shareholders is now adjourned as it's now time for the Q&A session. Mrs. Aronson and I will respond to your questions consistent with the rules of conduct for this meeting. Questions can be asked by typing in the box provided on today's virtual meeting platform. Brian, would you read the first question, please?

Brian Lloyd
Chief Legal Officer and Corporate Secretary, Merit Medical Systems

Yes, Ann. Our first question comes from John Rogalski. His question is: No other major company that I'm aware of gives ex-executives cash in lieu of unused vacation. Merit paid almost $1 million to NEOs last year, and over $600,000 to Fred Lampropoulos. Why?

F. Ann Millner
Chair of the Board, Merit Medical Systems

Brian, would you like to answer that question?

Brian Lloyd
Chief Legal Officer and Corporate Secretary, Merit Medical Systems

Yes. John, good afternoon. This is a question that is the continuation of conversations we've had with John in prior years. I will indicate that with respect to the payout of accrued vacation, unused accrued vacation, the company suspended that practice for executive officers in the first quarter of 2025. The amounts that are reflected in the proxy statement for 2025 were the final amounts that payable to executive officers for that purpose.

F. Ann Millner
Chair of the Board, Merit Medical Systems

Thank you, Brian. Any other questions? Seeing that there are no further questions, it is now 2:17 P.M. Mountain Time. I declare that the business of today's meeting is concluded. Thank you all very much for joining us this afternoon. We appreciate your interest and your continued confidence in Merit.

Operator

The meeting has concluded. Thank you for attending today's presentation. You may now disconnect.

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