ICU MEDICAL INC/DE
Shareholder Proposals
Item 7
Grant stockholders owning 10% of outstanding common stock the right to call a special shareholder meeting.
The proposal requests the Board amend the company's governing documents (and bylaws) to permit stockholders holding a combined 10% of outstanding common stock to call a special shareholder meeting, with procedural requirements designed to avoid unnecessary barriers (for example, no mandatory ownership holding periods or restrictive nominee requirements). It asks that the right be codified in the bylaws, published on the company's website, and permit convening meetings online. The supporting statement cites recent stock underperformance, FDA regulatory issues and other operational concerns as reasons shareholders should have the ability to convene an extraordinary meeting to address urgent governance or strategic matters. The proposal seeks a permanent change to shareholder rights (a special-meeting right at a 10% threshold) rather than a one-time vote.