--- schema_version: "secwatch.filing_event.v1" accession: "0000856982-26-000030" form_type: "8-K" ticker: "MMSI" cik: "0000856982" company_name: "MERIT MEDICAL SYSTEMS INC" filed_at: "2026-05-19T20:54:43+00:00" generated_at: "2026-05-19T20:57:44.453813+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Merit Medical shareholders approve 2.7M-share 2026 Equity Plan and re-elect all directors ## Summary - Shareholders approved 2.7M share 2026 Equity Incentive Plan and 2026 Employee Stock Purchase Plan at May 13 annual meeting. - Say-on-pay passed with 48.8M for (97.2%); all four director nominees re-elected. - Board adopted amended bylaws updating universal proxy rules, remote meeting, officer composition. - New Director RSU Agreement: 350-day vesting for non-employee director restricted stock units. - Ratified Deloitte as independent auditor for FY2026 with 50.4M shares for. ## SEC filing metadata - accession: 0000856982-26-000030 - form_type: 8-K - ticker: MMSI - cik: 0000856982 - company_name: MERIT MEDICAL SYSTEMS INC - filed_at: 2026-05-19T20:54:43+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/856982/000085698226000030/0000856982-26-000030-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/856982/000085698226000030/mmsi-20260513x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000856982-26-000030 - JSON: https://secwatch.observer/filing/0000856982-26-000030.json - Plain text: https://secwatch.observer/filing/0000856982-26-000030.txt ## Key facts - Governance Changes MERIT MEDICAL SYSTEMS INC: Board adopted Fifth Amended and Restated Bylaws, making various clarifications and updates (effective 2026-05-14). - Change: bylaw amendment - Effective: 2026-05-14 source text: On May 14, 2026, the Board approved and adopted the Fifth Amended and Restated Bylaws of the Company (the “Fifth A&R Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/856982/000085698226000030/0000856982-26-000030-index.htm - Shareholder Votes MERIT MEDICAL SYSTEMS INC shareholders approved Approval of the Merit Medical Systems, Inc. 2026 Employee Stock Purchase Plan at the 2026-05-13 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-05-13 source text: Proposal 4 – Approval of the Merit Medical Systems, Inc. 2026 Employee Stock Purchase Plan The voting results with respect to the proposal to approve the Merit Medical Systems, Inc. 2026 Employee Stock Purchase Plan were as follows: For Against Abstain Broker Non-Votes 50,109,861 151,208 7,740 2,263,264 evidence_url: https://www.sec.gov/Archives/edgar/data/856982/000085698226000030/0000856982-26-000030-index.htm - Shareholder Votes MERIT MEDICAL SYSTEMS INC shareholders approved Non-binding advisory proposal to approve the compensation of the Company’s named executive officers, otherwise known as a “say-on-pay” vote at the 2026-05-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-13 source text: Proposal 2 - Advisory Vote on Executive Compensation The voting results with respect to a non-binding advisory proposal to approve the compensation of the Company’s named executive officers were as follows: For Against Abstain Broker Non-Votes 48,835,995 1,415,355 17,459 2,263,264 evidence_url: https://www.sec.gov/Archives/edgar/data/856982/000085698226000030/0000856982-26-000030-index.htm - Shareholder Votes MERIT MEDICAL SYSTEMS INC shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 at the 2026-05-13 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-13 source text: Proposal 5 - Ratification of Appointment of Independent Registered Public Accounting Firm The voting results with respect to the proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 were as follows: ​ ​ ​ For Against Abstain 50,369,058 2,151,392 11,623 evidence_url: https://www.sec.gov/Archives/edgar/data/856982/000085698226000030/0000856982-26-000030-index.htm - Shareholder Votes MERIT MEDICAL SYSTEMS INC shareholders approved Approval of the Merit Medical Systems, Inc. 2026 Equity Incentive Plan at the 2026-05-13 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-05-13 source text: Proposal 3 - Approval of the Merit Medical Systems, Inc. 2026 Equity Incentive Plan The voting results with respect to the proposal to approve the Merit Medical Systems, Inc. 2026 Equity Incentive Plan were as follows: For Against Abstain Broker Non-Votes 48,750,003 1,510,844 7,962 2,263,264 evidence_url: https://www.sec.gov/Archives/edgar/data/856982/000085698226000030/0000856982-26-000030-index.htm - Shareholder Votes MERIT MEDICAL SYSTEMS INC shareholders approved Election of four nominees, three to serve as directors until the Company’s 2029 Annual Meeting of Shareholders and one to serve as a director until the Company’s 2027 Annual Meeting of Shareholders, or until each of his or her successors is duly elected and qualified at the 2026-05-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-13 source text: Proposal 1 - Election of Directors The votes cast for or withheld for each director nominee for the term length indicated were as follows: Director Nominee For Against Abstain Broker Non-Votes Martha G. Aronson (three year term) 50,057,322 197,560 13,927 2,263,264 Lonny J. Carpenter (three year term) 49,048,111 1,206,492 14,206 2,263,264 Lynne N. Ward (one year term) 49,027,930 1,115,001 125,878 2,263,264 Scott R. Ward (three year term) ​ 50,071,431 ​ 176,296 ​ 21,082 ​ 2,263,264 evidence_url: https://www.sec.gov/Archives/edgar/data/856982/000085698226000030/0000856982-26-000030-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.