ICU MEDICAL, INC. (NASDAQ:ICUI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Stockholders (the Annual Meeting) on May 9, 2017. At the Annual
Meeting, the Company’s stockholders approved the Amended and
Restated ICU Medical, Inc. 2011 Stock Incentive Plan (the Amended
Plan), which amends and restates the Companys 2011 Stock Incentive
Plan (the Original Plan). The Amended Plan was adopted by the
Companys Board of Directors (the Board) on March 27, 2017, subject
to receiving stockholder approval at the Annual Meeting.
Original Plan:
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Increases the number of shares available by 1,425,000 shares
to a total of 4,179,510 shares; |
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Limits the number of shares which may be granted as incentive
stock options under the Amended Plan to 4,179,510 shares; |
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Imposes a $750,000 limit on the total aggregate value of cash
and equity-based awards granted under the Amended Plan to any non-employee director during any calendar year; |
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Provides that awards granted under the Amended Plan on or
after its effective date will only accelerate and vest in full upon a change in control of the Company if the surviving entity does not assume or replace such outstanding awards with economically equivalent awards; |
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Mandates a vesting period of at least one year for all
equity-based awards granted under the Amended Plan, which applies to no less than 95% of the shares authorized for grant (subject to certain limited exceptions); and |
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Dividends and dividend equivalents payable in connection with
all awards granted under the Amended Plan will only be paid out to the extent that the time- and performance-based vesting conditions are satisfied and the shares underlying such awards are earned and vest. |
section entitled Proposal 2 – Approval of Amended and Restated
ICU Medical, Inc. 2011 Stock Incentive Plan (the Stockholder
Proposal) in the Companys Definitive Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on April
10, 2017 (the Proxy Statement). The terms and conditions of the
Amended Plan in the Stockholder Proposal do not purport to be a
complete description of the Amended Plan, and are qualified in
their entirety by reference to the complete text of the Amended
Plan, a copy of which is filed as Exhibit 10.1 hereto and is
incorporated by reference.
the Companys stockholders, as set forth below:
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Name of Nominee
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Votes For
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Withheld
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Broker Non-Votes
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Vivek Jain
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17,045,643
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901,962
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1,247,981
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George A. Lopez, M.D.
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16,448,671
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1,498,934
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1,247,981
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Joseph R. Saucedo
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17,173,856
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773,749
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1,247,981
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Richard H. Sherman, M.D.
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17,280,731
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666,874
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1,247,981
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Robert S. Swinney, M.D.
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17,201,204
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746,401
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1,247,981
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David C. Greenberg
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17,384,722
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562,883
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1,247,981
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Elisha W. Finney
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17,676,158
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271,447
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1,247,981
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Douglas E. Giordano
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17,354,227
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593,378
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1,247,981
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to serve as a director for a term of one year until the 2018
annual meeting of stockholders and until their respective
successors are elected and qualified.
2011 Stock Incentive Plan.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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15,534,033
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2,387,877
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25,695
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1,247,981
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LLP as the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2017.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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18,462,105
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706,660
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26,821
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Touche LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2017.
executive officer compensation.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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17,652,158
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268,140
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27,307
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1,247,981
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Companys named executive compensation.
advisory votes on the Company’s named executive officer
compensation.
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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16,319,015
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3,432
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1,599,031
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26,127
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1,247,981
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Companys named executive officer compensation was held and the
frequency that received the most votes was one year.
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Exhibit No.
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Description
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10.1
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Amended and Restated ICU Medical, Inc. 2011 Stock
Incentive Plan |
About ICU MEDICAL, INC. (NASDAQ:ICUI)
ICU Medical, Inc. is engaged in the development, manufacturing and sales of medical devices used in infusion therapy, oncology and critical care applications. The Company’s product line includes needlefree connection devices, closed system transfer devices (CSTD), needlefree closed blood sampling systems, disposable pressure transducer systems and hemodynamic monitoring systems. It operates through the segment, which is engaged in the development, manufacturing and sale of medical technologies used in infusion therapy, critical care and oncology applications. Its Infusion Therapy products include MicroClave and MicroClave Clear, Neutron, NanoClave, Clave and SwabCap. Its Critical Care products include Hemodynamic Monitoring Systems, Closed Blood Sampling and Conservation Systems, and Other Critical Care Products and Accessories. Its Oncology products include ChemoLock CSTD and components, ChemoClave CSTD and components and Diana hazardous drug compounding system. ICU MEDICAL, INC. (NASDAQ:ICUI) Recent Trading Information
ICU MEDICAL, INC. (NASDAQ:ICUI) closed its last trading session down -2.15 at 163.95 with 594,345 shares trading hands.
