UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 14, 2010
ICU Medical, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE
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0-19974
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33-0022692
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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951 Calle Amanecer, San Clemente, California
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92673
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(Address of principal executive offices)
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(Zip Code)
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(949) 366-2183
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2010 Annual Meeting of Stockholders (the “Annual Meeting”) of ICU Medical, Inc. (the “Company”), held on May 14, 2010, the following proposals were voted on by the Company’s stockholders, as set forth below:
Proposal 1. Election of Directors.
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Name of Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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George A. Lopez, M.D.
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11,093,637
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1,149,940
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750,287
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Robert S. Swinney, M.D.
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7,213,974
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5,029,603
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750,287
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Proposal 2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.
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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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12,984,209
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4,452
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5,203
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N/A
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Proposal 3. Approval of the amendment and restatement of the ICU Medical, Inc. 2003 Stock Option Plan, which upon approval, shall be known as the ICU Medical, Inc. 2003 Stock Incentive Plan, to among other things, (i) increase the number of shares of the Company’s common stock available for issuance thereunder by 600,000 shares; (ii) permit the award of additional types of securities and (iii) include performance conditions to be used for performance-based 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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6,046,098
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6,179,280
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18,199
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750,287
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The Company’s stockholders (i) elected each of the director nominees and (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010. The amendment and restatement of the ICU Medical, Inc. 2003 Stock Option Plan was not approved.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 17, 2010
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ICU MEDICAL, INC. |
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/s/ Scott E. Lamb
Scott E. Lamb
Secretary, Treasurer and
Chief Financial Officer
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