ICU Medical (ICUI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 13, 2026, with seven directors up for election and several key governance proposals on the agenda.

• Shareholders will vote on director elections, auditor ratification, executive compensation, amendments to the certificate of incorporation, and special meeting rights.

• The board recommends voting for all management proposals except a shareholder proposal to lower the special meeting threshold to 10%.

• The company emphasizes pay-for-performance in executive compensation and strong governance practices.

• Sustainability, diversity, and environmental initiatives are highlighted as part of ongoing ESG efforts.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Deloitte & Touche LLP as auditor, approving executive compensation, adopting simple majority voting, and establishing a 25% threshold for shareholders to call special meetings.

• Proposal 6 allows adjournment to solicit more proxies if needed for Proposal 5.

• Proposal 7, a shareholder proposal for a 10% special meeting threshold, is opposed by the board.

• Board recommends FOR all management proposals and AGAINST the shareholder proposal.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; Vivek Jain serves as CEO and Chairman.

• Board committees include Audit, Compensation, and Nominating, all composed of independent directors.

• Lead Independent Director role established to enhance governance.

• Board tenure averages 8.4 years, with a director retirement policy at age 76.

• Board and committees met regularly, with high attendance.