{"url_path":"/sec/icui/8-k/2026-05-18/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/883984/0000883984-26-000031-index.html","accession_number":"0000883984-26-000031","cik":"0000883984","ticker":"ICUI","issuer_name":"ICU MEDICAL INC/DE","edgar_url":"https://www.sec.gov/Archives/edgar/data/883984/0000883984-26-000031-index.html","primary_entity_key":"0000883984","primary_entity_name":"ICU MEDICAL INC/DE"},"word_count":601,"has_tables":true,"body_markdown":"Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nOn May 13, 2026, ICU Medical, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to: (i) eliminate certain provisions that require a supermajority vote of stockholders and provide for a simple majority vote (the “Majority Voting Amendment”); (ii) permit stockholders owning no less than 25% of the combined voting power of all outstanding voting securities of the Company the right to call a special meeting of stockholders (“Special Meeting Amendment”); and (iii) remove such other provisions no longer applicable (collectively, the “Charter Amendments”). The Charter Amendments became effective upon filing an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 15, 2026.\n\nThe Board also approved, contingent on stockholder approval and effectiveness of the Charter Amendments, an amendment and restatement of the Company’s Bylaws (as amended and restated, the “Amended and Restated Bylaws”), which became effective upon the effectiveness of the Charter Amendments, to adopt certain changes to implement the Charter Amendments. The Amended and Restated Bylaws include, among other things, provisions setting forth the following procedural and informational requirements regarding the Special Meeting Amendment:\n\n•The requesting stockholder(s) must follow certain procedural requirements for requesting that the Company set a record date to determine whether the requesting stockholder(s) meet the share ownership requirement.\n\n•Any record date or special-meeting request must set forth information regarding, (1) the business proposed to be conducted at the meeting, (2) information about any director candidate nominated and (3) information with respect to the requesting stockholder(s), including the beneficial owner(s), if any, on whose behalf the proposal is made.\n\n•A special meeting request will not be valid if: (i) it does not comply with the applicable procedural requirements set forth in the Amended and Restated Bylaws; (ii) it relates to an item of business to be transacted at such meeting that is not a proper subject for stockholder action under applicable law; (iii) the business proposed to be conducted at the meeting is identical or substantially similar to an item of business for which a record date was previously fixed, that is delivered between the 61st day after and the one-year anniversary of such record date; (iv) an identical or substantially similar item of business was covered at the most recent annual meeting or at a special meeting held within one year prior to the date on which the request was received; or (v) an identical or substantially similar item of business is to be covered at a stockholder meeting called by the Board of Directors to be held within 90 days after the request is received.\n\nThe foregoing descriptions of the Charter Amendments and the Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to (i) “Proposal 4 – Amendments to the Company's Amended and Restated Certificate of Incorporation to Adopt Simple Majority Voting Provisions” and “Proposal 5 – Amendment to Our Restated Certificate of Incorporation to Adopt a Stockholder Right to Call Special Meetings at an Ownership Threshold of 25%” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2026 and (ii) the text of the Charter Amendments set forth in the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference."}