falseICU MEDICAL INC/DE000088398400008839842024-05-152024-05-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 15, 2024

ICU MEDICAL, INC.

(Exact name of registrant as specified in its charter)
Delaware001-3463433-0022692
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
951 Calle Amanecer,San Clemente,California92673
(Address of principal executive offices)(Zip Code)

(949) 366-2183
Registrant's telephone number, including area code

N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, par value $0.10 per shareICUIThe Nasdaq Stock Market LLC
(Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 5.07.  Submission of Matters to a Vote of Security Holders.
At the 2024 Annual Meeting of stockholders of ICU Medical, Inc. (the "Company") held on May 15, 2024, the following proposals were voted on by the Company’s stockholders, and the results were as set forth below:

Proposal 1.  Election of directors.
        
Name of Nominee Votes For Withheld Broker Non-Votes
Vivek Jain  20,942,296570,6061,202,538
David C. Greenberg21,240,431272,4711,202,538
Elisha W. Finney20,884,785628,1171,202,538
David F. Hoffmeister20,171,6241,341,2781,202,538
Donald M. Abbey21,235,342277,5601,202,538
Laurie Hernandez21,272,637240,2651,202,538
Kolleen T. Kennedy21,268,112244,7901,202,538

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 elected and qualified.

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, 2024.
        
Votes For Votes Against Votes Abstained
22,484,283222,4668,691

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, 2024.

Proposal 3.  Approve the advisory vote on the Company’s named executive officer compensation.
        
Votes For Votes Against Votes Abstained Broker Non-Votes
20,673,543824,22115,1381,202,538

The Company’s stockholders approved, on an advisory basis, the Company’s named executive officer compensation.




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
    ICU MEDICAL, INC.
Date: May 16, 2024  By: /s/ Brian M. Bonnell
   Brian M. Bonnell
   Chief Financial Officer


v3.24.1.1.u2
Cover
May 15, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 15, 2024
Entity Registrant Name ICU MEDICAL INC/DE
Amendment Flag false
Entity Central Index Key 0000883984
Entity Incorporation, State or Country Code DE
Entity File Number 001-34634
Entity Tax Identification Number 33-0022692
Entity Address, Address Line One 951 Calle Amanecer
Entity Address, City or Town San Clemente
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92673
City Area Code 949
Local Phone Number 366-2183
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.10 per share
Trading Symbol ICUI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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