Medline Inc. 8-K

What Happened

• Medline Inc. (MDLN) filed an 8-K on June 12, 2026 reporting the results of its June 11, 2026 Annual Meeting of Stockholders. All 12 director nominees were elected to one-year terms. Stockholders also approved, on an advisory basis, the company’s executive compensation, chose an annual frequency for future advisory votes on pay, and ratified Ernst & Young LLP as the independent auditor for fiscal year 2026. Class A and Class B common stock voted together as a single class.

Key Details

• All 12 director nominees were elected; examples of vote tallies: Charles N. Mills — 1,190,578,539 For / 4,959,993 Withheld; Robert R. Schmidt — 1,151,561,782 For / 43,976,750 Withheld. Broker non-votes on director elections: 15,907,427.
• Advisory approval of executive compensation (say-on-pay): 1,189,280,399 For / 6,203,145 Against / 54,988 Abstentions; broker non-votes: 15,907,427.
• Advisory vote on frequency of say-on-pay: 1 Year selected with 1,195,424,539 votes (Two Years: 19,303; Three Years: 61,335; Abstentions: 33,355); broker non-votes: 15,907,427. The company will hold annual advisory votes on executive compensation going forward.
• Ratification of independent auditor: Ernst & Young LLP ratified with 1,211,242,117 For / 156,205 Against / 47,637 Abstentions.

Why It Matters

• These results reaffirm the current board and management team (all director nominees elected) and show clear shareholder support for the company's executive pay program and for holding annual advisory votes on compensation.
• Ratifying Ernst & Young maintains audit continuity for FY2026, which matters for financial reporting and investor confidence.
• Relatively larger withheld votes for one director (Robert R. Schmidt) and the presence of ~15.9 million broker non-votes are factual signals investors may note when assessing shareholder engagement on governance matters.