Utah Medical Products (UTMD) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 1, 2026, with proposals to elect two directors, ratify the independent auditor, and hold an advisory vote on executive compensation.

• Board recommends voting in favor of all proposals; only shareholders of record as of March 2, 2026, may vote.

• Proxies are solicited by mail, with costs borne by the company; quorum requires a majority of outstanding shares.

Voting matters and shareholder proposals

• Proposals include election of two directors (Hoyer and Beeson), ratification of Haynie & Company as auditor, and advisory approval of executive compensation.

• Board recommends a vote FOR all proposals; uncontested director elections.

• Shareholder proposals for the 2027 meeting must be received by December 1, 2026.

Board of directors and corporate governance

• Board consists of six members, with staggered three-year terms; four are independent under Nasdaq rules.

• Board diversity and skills matrix highlights experience in finance, governance, legal, and medical device industry.

• Code of Ethics and Conduct applies to all directors and employees; insider trading policy in place.

• Board committees include Audit, Compensation and Benefits, Governance and Nominating, and Executive Committees.

• Lead independent director coordinates outside director activities; all directors attended 2025 annual meeting.