ICU Medical (NASDAQ:ICUI) stockholders approved all management-backed proposals at the company’s 2026 annual meeting, including the reelection of seven directors, the ratification of Deloitte & Touche LLP as auditor and amendments to governance provisions related to voting standards and special meetings.
The virtual-only meeting was presided over by Brian Bonnell, chief financial officer and treasurer of ICU Medical. Virginia Sanzone, corporate vice president, general counsel and secretary, conducted the formal business portion of the meeting. Mike DeJalowski of Broadridge, serving as inspector of elections, reported that 24,123,790 shares of common stock were represented at the meeting, out of 24,992,388 shares outstanding as of the March 20, 2026 record date. That represented approximately 96% of the shares entitled to vote.
Directors reelected with strong support
The reelected directors are Vivek Jain, chairman and chief executive officer of ICU Medical; David C. Greenberg, chief executive officer of HomeThrive, Inc.; Elisha W. Finney, former executive vice president, finance and chief financial officer of Varian Medical Systems; David F. Hoffmeister, former senior vice president and chief financial officer of Life Technologies Corp.; Donald M. Abbey, executive vice president, global business services, regulatory, medical and clinical affairs at Dexcom; Laurie Hernandez, former healthcare executive at Baxter Healthcare Corporation; and Kolleen T. Kennedy, former president, Proton Solutions, and chief growth officer at Varian Medical Systems.
Auditor and executive compensation measures pass
Stockholders ratified the appointment of Deloitte & Touche LLP as ICU Medical’s independent registered public accounting firm for the year ending Dec. 31, 2026. The proposal received 23,862,197 votes in favor, or 98.9% of the shares present or represented by proxy and entitled to vote on the proposal.
Investors also approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers. The say-on-pay proposal received 21,211,525 affirmative votes, or 95.8% of the shares cast for or against the measure.
Governance amendments approved
Stockholders approved amendments to ICU Medical’s amended and restated certificate of incorporation to adopt simple majority voting provisions. The proposal received 22,121,581 affirmative votes from outstanding shares entitled to vote.
Shareholders also approved a management-backed amendment to allow stockholders holding at least 25% of the combined voting power of outstanding securities to call a special meeting. That proposal received 20,744,372 votes in favor, or 83% of the shares cast for or against the proposal.
A related proposal to adjourn the annual meeting, if necessary, to solicit additional proxies for the 25% special meeting right proposal also passed, with 21,087,338 affirmative votes, or 95% of shares cast for or against. Sanzone said an adjournment was not necessary because the special meeting right proposal had been approved.
Shareholder proposal for 10% threshold rejected
A competing shareholder proposal submitted by John Chevedden sought to give stockholders owning a combined 10% of ICU Medical’s outstanding common stock the ability to call a special shareholder meeting. Chevedden argued during the meeting that the company’s 25% proposal was “weak” and said it included barriers that could make calling a special meeting “nearly impossible.”
Chevedden criticized the ownership threshold and what he described as “2,200 words of dense legalese” governing the right. He also said the “ultimate responsibility” for the company’s proposal rested with Elisha Finney, chair of ICU Medical’s governance committee.
Sanzone said the board unanimously recommended voting against Chevedden’s proposal for the reasons included in the proxy statement. She said the company had engaged with many stockholders on governance topics, including the right to call a special meeting, and that investors were supportive of the management proposal establishing a 25% threshold.
The shareholder proposal did not pass. DeJalowski reported that it received 9,009,640 votes in favor, or 40.7% of shares cast, while 13,124,012 shares, or 59.3% of shares cast, were voted against it.
Sanzone said the company received several stockholder questions during the meeting, but they were either addressed in the proxy statement or were not pertinent to the matters being considered and were not answered during the session. Before adjourning, Bonnell said management remained committed to continuing the progress the company has made and thanked stockholders for their support.
About ICU Medical (NASDAQ:ICUI)
ICU Medical, Inc, together with its subsidiaries, develops, manufactures, and sells medical devices used in infusion therapy, vascular access, and vital care applications worldwide. Its infusion therapy products include needlefree products under the MicroClave, MicroClave Clear, and NanoClave brands; Neutron catheter patency devices; ChemoClave and ChemoLock closed system transfer devices, which are used to limit the escape of hazardous drugs or vapor concentrations, block the transfer of environmental contaminants into the system, and eliminates the risk of needlestick injury; Tego needle free connectors; Deltec GRIPPER non-coring needles for portal access; and ClearGuard, SwabCap, and SwabTip disinfection caps.
