ICU Medical | Right of Shareholders to Call Special Meetings at ICU Medical

Status
Filed
Previous AGM date
Resolution details
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Resolved clause
RESOLVED : Shareholders ask the Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting.
Supporting statement
There shall be no unnecessary poison pill rule to require ownership of shares for a specific period of time or unnecessary requirement that ICUI shareholders hold their shares in a certain manner in order for shares to participate in calling for a special shareholder meeting. This proposal includes that ICU Medical incorporates this right in its bylaws and that such bylaws be published on the ICUI website for easy access. To guard against the ICUI Board of Directors becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when ICUI underperforms. Now could be a good timing for this proposal since ICUI stock was at $321 in 2018 and fell to only $114 in late 2025 despite a robust stock market. Plus challenging news reports regarding ICUI emerged in 2025. ICUI received a warning letter from the FDA that it made significant, unauthorized changes to its Medfusion Model 4000 and CADD Solis VIP infusion pumps. The letter said that these changes could significantly affect the safety and effectiveness of the devices, including their delivery profile and alarm functions. Following the FDA warning, multiple law firms, including Block & Leviton and Pomerantz LLP, announced investigations into whether ICUI committed securities fraud by failing to properly disclose these issues to ICUI shareholders. The FDA labeled a software correction for ICUI?s Plum Duo Infusion System as a Class I recall, the most serious type. The software issue could result in serious injury or death. Financial news outlets reported that ICUI experienced a decline in revenue throughout 2025, which raised concerns about profitability and weakening demand. Revenue dropped 8% in Q2. ICUI said that its financial outlook was negatively affected by tariffs, a potential $30 million impact in 2025. ICUI also cited ongoing China supply chain challenges. ICUI forecasted a full-year GAAP net loss. The news of the FDA warning letter in April 2025 caused ICUI?s stock to fall 4%. A Weiss Ratings analyst reiterated a "Sell" rating for ICUI. Financial analysts said that the stock was in a "very wide and falling trend" with multiple negative signals.

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