ICU Medical shareholders approve simple majority voting, 25% special meeting right

The Board also approved, contingent on stockholder approval and effectiveness of the Charter Amendments, an amendment and restatement of the Company’s Bylaws (as amended and restated, the “Amended and Restated Bylaws”), which became effective upon the effectiveness of the Charter Amendments, to adopt certain changes to implement the Charter Amendments.

At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to: (i) eliminate certain provisions that require a supermajority vote of stockholders and provide for a simple majority vote (the “Majority Voting Amendment”); (ii) permit stockholders owning no less than 25% of the combined voting power of all outstanding voting securities of the Company the right to call a special meeting of stockholders (“Special Meeting Amendment”); and (iii) remove such other provisions no longer applicable (collectively, the “Charter Amendments”). The Charter Amendments became effective upon filing an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 15, 2026.

Proposal 1. Election of directors. Name of Nominee Votes For Withheld Broker Non-Votes Vivek Jain 21,830,140 314,173 1,979,477 David C. Greenberg 21,838,112 306,201 1,979,477 Elisha W. Finney 21,875,087 269,226 1,979,477 David F. Hoffmeister 21,951,116 193,197 1,979,477 Donald M. Abbey 21,880,077 264,236 1,979,477 Laurie Hernandez 21,881,172 263,141 1,979,477 Kolleen T. Kennedy 21,881,304 263,009 1,979,477 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 duly elected and qualified.

Proposal 7. Approve, on an advisory basis, a stockholder proposal to establish a 10% stockholder special meeting right. Votes For Votes Against Votes Abstained Broker Non-Votes 9,009,640 13,124,012 10,661 1,979,477 The Company’s stockholders did not approve, on an advisory basis, a stockholder proposal to establish a 10% stockholder special meeting right.

Proposal 4. Approve an amendment to the Company's Amended and Restated Certificate of Incorporation to adopt simple majority voting provisions. Votes For Votes Against Votes Abstained Broker Non-Votes 22,121,581 14,893 7,839 1,979,477 The Company’s stockholders approved the Company's Amended and Restated Certificate of Incorporation to adopt simple majority voting provisions.

Proposal 2. 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. Votes For Votes Against Votes Abstained Broker Non-Votes 23,862,197 255,744 5,849 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, 2026.

Proposal 3. Approve, on an advisory basis, the Company’s named executive officer compensation. Votes For Votes Against Votes Abstained Broker Non-Votes 21,211,525 920,098 12,690 1,979,477 The Company’s stockholders approved, on an advisory basis, the Company’s named executive officer compensation.

Proposal 5. 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%. Votes For Votes Against Votes Abstained Broker Non-Votes 20,744,372 131,314 1,268,627 1,979,477 The Company’s stockholders approved the Company's Amended and Restated Certificate of Incorporation to adopt a stockholder right to call special meetings at an ownership threshold of 25%.

Proposal 6. Approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies to approve Proposal 5. Votes For Votes Against Votes Abstained Broker Non-Votes 21,087,338 1,050,235 6,740 1,979,477 The Company’s stockholders approved an adjournment of the Annual Meeting, if necessary, to solicit additional proxies to approve Proposal 5.