--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-064693" form_type: "8-K" ticker: null cik: "0000701288" company_name: "ATRION CORP" filed_at: "2023-05-25T23:59:59+00:00" generated_at: "2026-06-14T15:07:00.478619+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Atrion shareholders elect Battat and Spaulding; say-on-pay approved with ~99% support; new incentive plan adopted ## Summary - Directors Battat (1,366,266 for) and Spaulding (923,801 for) elected; no other nominees. - Grant Thornton LLP ratified as independent auditor for FY2023 (1,618,687 for, 4,761 against). - Say-on-pay approved on advisory basis (1,412,395 for, 98.9% of votes cast); board chooses annual frequency. - Board adopted 2023 Annual Incentive Compensation Plan, replacing 2013 plan, effective for awards in 2023 onward. - Bylaws amended to update notice provisions, director nomination rules (including Rule 14a-19), and electronic signature. ## SEC filing metadata - accession: 0001104659-23-064693 - form_type: 8-K - cik: 0000701288 - company_name: ATRION CORP - filed_at: 2023-05-25T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/701288/000110465923064693/0001104659-23-064693-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/701288/000110465923064693/tm2317025d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-064693 - JSON: https://secwatch.observer/filing/0001104659-23-064693.json - Plain text: https://secwatch.observer/filing/0001104659-23-064693.txt ## Key facts - Governance Changes ATRION CORP: On May 22, 2023, the Board approved an amendment and restatement of the Bylaws effective immediately, including revisions to Section 1.05 regarding notice of meetings and electronic transmission, Section 2.10 to update director nomination and proxy solicitation requirements under Rule 14a-19, Sectio (effective 2023-05-22). - Change: bylaw amendment - Effective: 2023-05-22 source text: On May 22, 2023, the Board of Directors of the Registrant approved the amendment and restatement of the Registrant’s Bylaws, effective immediately, to: • Revise Section 1.05 regarding notice of meetings to include provisions of Article Eleven, which has been deleted in the amended and restated Bylaws, and address recent amendments to the Delaware General Corporation Law respecting electronic transmission; • Revise Section 2.10 to update the disclosure, notification, and other requirements related to nominations of directors and solicitations of proxies, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); • Revise Section 3.13 to provide that the Board of Directors may assign additional duties and responsibilities to the Lead Director; • Add Section 7.08 to permit documents to be executed using facsimile or other forms of electronic signature to the fullest extent permitted by applicable law; and • Make other minist evidence_url: https://www.sec.gov/Archives/edgar/data/701288/000110465923064693/0001104659-23-064693-index.htm - Shareholder Votes ATRION CORP shareholders approved Advisory Vote to Approve Executive Officer Compensation at the 2023-05-23 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-23 source text: The Registrant’s stockholders approved, on an advisory basis, the compensation of the Registrant's executive officers, based on the following votes: Votes For Votes Against Abstentions Broker Non-Votes 1,412,395 12,859 1,776 199,970 evidence_url: https://www.sec.gov/Archives/edgar/data/701288/000110465923064693/0001104659-23-064693-index.htm - Shareholder Votes ATRION CORP shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-05-23 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-23 source text: The Registrant’s stockholders ratified the appointment of Grant Thornton LLP as the Registrant’s independent registered public accounting firm for the year ending December 31, 2023, based on the following votes: Votes For Votes Against Abstentions Broker Non-Votes 1,618,687 4,761 3,552 0 evidence_url: https://www.sec.gov/Archives/edgar/data/701288/000110465923064693/0001104659-23-064693-index.htm - Shareholder Votes ATRION CORP shareholders approved Election of Directors at the 2023-05-23 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-23 source text: On May 23, 2023, the Registrant held its 2023 annual meeting of stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/701288/000110465923064693/0001104659-23-064693-index.htm - Shareholder Votes ATRION CORP shareholders approved Advisory Vote on Frequency of the Advisory Voting on Executive Officer Compensation at the 2023-05-23 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-23 source text: As reflected in the votes set forth below, the Registrant’s stockholders expressed a preference that the advisory voting on executive officer compensation be held every year. One Year Two Years Three Years Abstain Broker Non-Votes 1,323,922 347 100,487 2,274 199,970 evidence_url: https://www.sec.gov/Archives/edgar/data/701288/000110465923064693/0001104659-23-064693-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.