ICU Medical, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>ICU Medical, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on May 15, 2024, to elect seven directors.</b>

AI Summary

ICU MEDICAL INC/DE (ICUI) filed a Proxy Statement (DEF 14A) with the SEC on April 2, 2024. The 2024 Annual Meeting of Stockholders for ICU Medical, Inc. will be held virtually on May 15, 2024. Stockholders will vote on the election of seven directors. The meeting will be conducted exclusively via online live webcast. The company is filing a Definitive Proxy Statement (DEF 14A). The filing date was April 2, 2024, with a report period ending May 15, 2024.

Why It Matters

For investors and stakeholders tracking ICU MEDICAL INC/DE, this filing contains several important signals. This filing provides crucial information for stockholders regarding the upcoming annual meeting and director elections, enabling informed voting decisions. The virtual format of the meeting impacts accessibility and participation for stockholders.

Risk Assessment

Risk Level: low — ICU MEDICAL INC/DE shows low risk based on this filing. The filing is a routine DEF 14A proxy statement, indicating standard corporate governance procedures rather than significant financial or operational changes.

Analyst Insight

Stockholders should review the proxy statement to understand the director nominees and voting proposals before the May 15, 2024 meeting.

Key Numbers

• 7 — Directors to be elected (At the Annual Meeting, stockholders will be asked to elect the following seven directors.)
• May 15, 2024 — Annual Meeting Date (The 2024 Annual Meeting of Stockholders will be held virtually on Wednesday, May 15, 2024.)
• 9:00 a.m. — Meeting Time (The meeting will be held at 9:00 a.m., Pacific Daylight Time.)

Key Players & Entities

• ICU MEDICAL, INC. (company) — Registrant name
• May 15, 2024 (date) — Date of Annual Meeting
• DEF 14A (document) — Filing type
• April 2, 2024 (date) — Filing date
• San Clemente, California (location) — Company address

FAQ

Risk Factors

• Proxy Statement Filing [low — regulatory]: The company is filing a Definitive Proxy Statement (DEF 14A) as required by SEC regulations for its annual meeting.

Industry Context

ICU Medical, Inc. operates in the medical device industry, specifically focusing on surgical and medical instruments and apparatus.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Understand the proposals to be voted on at the annual meeting.
3. Log in to the virtual meeting platform on May 15, 2024, to participate and vote.

Key Dates

• 2024-05-15: 2024 Annual Meeting of Stockholders — Stockholders will vote on director elections and other matters.
• 2024-04-02: Filing Date of DEF 14A — Indicates the availability of proxy materials for review.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 Annual Meeting, following standard proxy statement procedures.

Key Financial Figures

• $0.10 — mpany consisted of 24,365,082 shares of $0.10 par value common stock (the "Common Sto

Filing Documents

• icui-20240401.htm (DEF 14A) — 993KB
• icui-20240401_g1.jpg (GRAPHIC) — 6KB
• icui-20240401_g2.jpg (GRAPHIC) — 60KB
• icui-20240401_g3.jpg (GRAPHIC) — 71KB
• icui-20240401_g4.jpg (GRAPHIC) — 34KB
• icui-20240401_g5.jpg (GRAPHIC) — 34KB
• icui-20240401_g6.jpg (GRAPHIC) — 32KB
• icui-20240401_g7.jpg (GRAPHIC) — 22KB
• icui-20240401_g8.jpg (GRAPHIC) — 78KB
• icui-20240401_g9.jpg (GRAPHIC) — 102KB
• 0000883984-24-000010.txt (&nbsp;) — 2687KB
• icui-20240401.xsd (EX-101.SCH) — 4KB
• icui-20240401_def.xml (EX-101.DEF) — 5KB
• icui-20240401_lab.xml (EX-101.LAB) — 6KB
• icui-20240401_pre.xml (EX-101.PRE) — 4KB
• icui-20240401_htm.xml (XML) — 84KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 10 EXECUTIVE OFFICER AND DIRECTOR COMPENSATION 12 Executive Officers 12 Compensation Discussion and Analysis 12 Summary Compensation Table 24 Grants of Plan-Based Awards 25 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 202 3 Table 26 Outstanding Equity Awards 26 Options Exercised and Stock Vested 29 Potential Payments upon Termination or Change in Control 29 Director Compensation 33 CEO Pay Ratio 34 Pay Versus Performance 31 COMPENSATION POLICIES AND PRACTICES AND RISK MANAGEMENT 38 EQUITY COMPENSATION PLAN INFORMATION 39 CORPORATE GOVERNANCE 39 Board of Directors Structure 39 Board Meetings and Committees and Attendance at Meetings 40 Board Leadership Structure 41 Board Oversight of Risk 41 Code of Ethics 42 Nominating/Corporate Governance Committee 42 Audit Committee 43 Compensation Committee 44 Stockholder Communications 44 Compensation Committee Interlocks and Insider Participation 45 Conflict of Interest Analysis 45 Family Relationships 45 Transactions with Related Persons 45 Policies and Procedures Regarding Transactions with Related Persons 45 Sustainability 45 Proposal 1- Election of Directors 47 Proposal 2 - Ratification of Auditors 49 Proposal 3 - Advisory Vote to Approve Named Executive Officer Compensation 49 ANNUAL REPORT 50 2 NOMINATION OF DIRECTORS AND SUBMISSION OF STOCKHOLDER PROPOSALS 50 OTHER MATTERS 50 SOLICITATION OF PROXIES 50 ANNEX A 51

Forward-Looking Statements

Forward-Looking Statements This proxy statement (this "Proxy Statement") contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward-looking statements, including, without limitation, statements regarding the plans and expectations under its sustainability initiatives of ICU Medical, Inc. (the "Company"). In some cases, you can identify forward-looking statements by terms such as may,'' will,'' should,'' expect,'' plan,'' anticipate,'' could,'' "future," "outlook," "guidance," intend,'' target,'' project,'' contemplate,'' believe,'' estimate,'' predict,'' potential,'' continue,'' or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management's current expectations and involve known and unknown risks and uncertainties that may cause actual future events to differ materially from the forward-looking statements in this Proxy Statement, including but not limited to the factors, risks and uncertainties included in the Company's filings with the Securities and Exchange Commission (the "SEC"), including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and as such factors may be updated from time to time in the Company's other filings with the SEC, which are accessible on the SEC's website at www.sec.gov and the Investors Relations section of the Company's website, www.icumed.com . These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Proxy Statement. Any such forward-looking statements represent management's estimates as of the date of this Proxy Statement. While the Company may elect to update such forward-looking statements at some point in the future, unless required by applicable law, the Company dis

View Full Filing

View this DEF 14A filing on SEC EDGAR