--- schema_version: "secwatch.filing_event.v1" accession: "0000883984-26-000031" form_type: "8-K" ticker: "ICUI" cik: "0000883984" company_name: "ICU MEDICAL INC/DE" filed_at: "2026-05-18T16:35:44+00:00" generated_at: "2026-05-18T16:37:33.642017+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # ICU Medical shareholders approve simple majority voting, 25% special meeting right ## Summary - Charter amendments eliminating supermajority and allowing 25%-owner special meetings effective May 15, 2026. - All 7 director nominees elected; Deloitte & Touche ratified as auditor for FY2026. - Advisory vote on executive compensation passed with 21.2M for, 0.9M against. - Stockholder proposal for 10% special meeting right rejected: 9.0M for, 13.1M against. - Bylaws amended to implement procedural requirements for special meeting requests. ## SEC filing metadata - accession: 0000883984-26-000031 - form_type: 8-K - ticker: ICUI - cik: 0000883984 - company_name: ICU MEDICAL INC/DE - filed_at: 2026-05-18T16:35:44+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/883984/000088398426000031/0000883984-26-000031-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/883984/000088398426000031/icui-20260513.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000883984-26-000031 - JSON: https://secwatch.observer/filing/0000883984-26-000031.json - Plain text: https://secwatch.observer/filing/0000883984-26-000031.txt ## Key facts - Governance Changes ICU MEDICAL INC/DE: Amended and restated bylaws to adopt procedural and informational requirements implementing the special meeting amendment (effective 2026-05-15). - Change: bylaw amendment - Effective: 2026-05-15 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/883984/000088398426000031/0000883984-26-000031-index.htm - Governance Changes ICU MEDICAL INC/DE: Amended and restated certificate of incorporation to adopt simple majority voting provisions, stockholder right to call special meetings at 25% threshold, and remove other obsolete provisions (effective 2026-05-15). - Change: charter amendment - Effective: 2026-05-15 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/883984/000088398426000031/0000883984-26-000031-index.htm - Shareholder Votes ICU MEDICAL INC/DE shareholders approved Election of directors at the 2026-05-13 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-13 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/883984/000088398426000031/0000883984-26-000031-index.htm - Shareholder Votes ICU MEDICAL INC/DE shareholders rejected Approve, on an advisory basis, a stockholder proposal to establish a 10% stockholder special meeting right. at the 2026-05-13 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2026-05-13 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/883984/000088398426000031/0000883984-26-000031-index.htm - Shareholder Votes ICU MEDICAL INC/DE shareholders approved Approve an amendment to the Company's Amended and Restated Certificate of Incorporation to adopt simple majority voting provisions. at the 2026-05-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-13 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/883984/000088398426000031/0000883984-26-000031-index.htm - Shareholder Votes ICU MEDICAL INC/DE 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 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. evidence_url: https://www.sec.gov/Archives/edgar/data/883984/000088398426000031/0000883984-26-000031-index.htm - Shareholder Votes ICU MEDICAL INC/DE shareholders approved Approve, on an advisory basis, the Company’s named executive officer compensation. at the 2026-05-13 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-13 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/883984/000088398426000031/0000883984-26-000031-index.htm - Shareholder Votes ICU MEDICAL INC/DE shareholders approved 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%. at the 2026-05-13 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-05-13 source text: 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%. evidence_url: https://www.sec.gov/Archives/edgar/data/883984/000088398426000031/0000883984-26-000031-index.htm - Shareholder Votes ICU MEDICAL INC/DE shareholders approved Approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies to approve Proposal 5. at the 2026-05-13 meeting. - Outcome: passed - Meeting: 2026-05-13 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/883984/000088398426000031/0000883984-26-000031-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.