Medline (MDLN) Proxy filing summary

Executive summary

• Achieved $28.4B in net sales for 2025, up 11.5% year-over-year, with $1.2B net income and $3.5B adjusted EBITDA, reflecting strong market position and operational scale.

• Completed IPO in December 2025, transitioning to a public company and raising significant capital for debt repayment and corporate purposes.

• Sustainability initiatives advanced, with a 2024 Sustainability Report aligned to SASB standards and a strategy focused on governance, climate resilience, responsible products, and community impact.

Voting matters and shareholder proposals

• Election of 12 directors to one-year terms, all current directors, with 9 of 12 deemed independent.

• Advisory vote to approve executive compensation, with a pay-for-performance philosophy and annual say-on-pay recommended.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals and a one-year frequency for say-on-pay.

Board of directors and corporate governance

• Board comprises 12 directors with diverse expertise in healthcare, finance, digital transformation, risk, and sustainability.

• Board leadership structure separates CEO and Chair roles; Chair has extensive industry experience.

• Four standing committees: Audit, Compensation, Governance, and Risk & Compliance, all with majority or full independence.

• Director nomination agreements allow major shareholders to designate board members, subject to ownership thresholds.

• Corporate governance guidelines, code of conduct, and insider trading policy in place.