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ICUI > SEC Filings for ICUI > Form 8-K on 30-May-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a Vote of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2013 Annual Meeting of Stockholders (the "Annual Meeting") of ICU Medical, Inc. (the "Company"), held on May 10, 2013, the Company's stockholders re-approved the material terms of the 2008 Performance-Based Incentive Plan, as amended, pursuant to the rules of Section 162(m) of the Internal Revenue Code, so that the Company may continue to provide cash incentive compensation designed to qualify as performance-based compensation.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the following proposals were voted on by the Company's stockholders, as set forth below:

Proposal 1. Election of Directors.

Name of Nominee           Votes For    Votes Withheld   Broker Non-Votes
George A. Lopez, M.D.     12,336,577      679,873          1,081,723
Robert S. Swinney, M.D.   12,332,781      683,669          1,081,723

Each of the director nominees was elected to serve as a director until the 2016 annual meeting of stockholders and until their respective successors are elected and qualified.

Proposal 2. Re-approval of the 2008 Performance-Based Incentive Plan, as amended.

Votes For Votes Against Abstain Broker Non-Votes 12,676,102 321,014 19,334 1,081,723

Proposal 3. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013.

Votes For Votes Against Abstain Broker Non-Votes 14,082,813 3,022 12,338 N/A

Proposal 4. Approve Named Executive Officer Compensation.

Votes For Votes Against Abstain Broker Non-Votes 12,241,889 686,999 87,562 1,081,723

The Company's executive compensation was approved on a non-binding, advisory basis.

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