ICU MEDICAL INC/DE 8-K

What Happened

• ICU Medical, Inc. held its 2026 annual meeting on May 13, 2026 and filed an 8‑K reporting stockholder-approved changes to its charter and bylaws. The company amended its Amended and Restated Certificate of Incorporation to eliminate certain supermajority vote requirements in favor of simple majority voting (the “Majority Voting Amendment”) and to give stockholders owning at least 25% of the combined voting power the right to call a special meeting (the “Special Meeting Amendment”).
• The Charter Amendments became effective when an Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on May 15, 2026. The Board adopted amended and restated bylaws to implement procedural and informational requirements for special meeting requests, effective upon the Charter Amendments’ effectiveness.

Key Details

• Vote results (selected): Proposal 4 (simple majority voting) — For: 22,121,581; Against: 14,893; Abstained: 7,839; Broker non‑votes: 1,979,477. Proposal 5 (25% special‑meeting right) — For: 20,744,372; Against: 131,314; Abstained: 1,268,627; Broker non‑votes: 1,979,477.
• Other annual meeting outcomes: All director nominees were elected (each received >21.8M votes for); Deloitte & Touche LLP was ratified as auditor (For: 23,862,197); advisory say‑on‑pay passed (For: 21,211,525). A stockholder proposal to set a 10% special‑meeting threshold failed (For: 9,009,640; Against: 13,124,012).
• The Amended and Restated Bylaws set procedural requirements for special meeting requests (record‑date verification, disclosure of proposed business and nominees) and list grounds that can make a request invalid (procedural noncompliance, improper subject matter, duplicative proposals within specified timeframes, or if the Board calls a meeting within 90 days).

Why It Matters

• These changes reduce voting thresholds for corporate action (moving to simple majority) and expand stockholder ability to call special meetings at a 25% ownership threshold, giving large holders a clearer, formal mechanism to convene meetings. That can affect how quickly stockholders can push governance or strategic changes.
• The bylaws’ procedural and informational requirements — and the stated limits on when a special‑meeting request can be accepted — are designed to balance increased stockholder rights with protections against duplicate or improper meeting requests. Investors should note the exact thresholds, filing mechanics and timing rules that govern how the new special‑meeting right will operate.