Utah Medical Products (UTMD) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 2, 2025, with three main proposals: electing one director, ratifying the independent auditor, and an advisory vote on executive compensation.

• Only stockholders of record as of March 3, 2025, are eligible to vote; a majority of outstanding shares is required for a quorum.

• Executive officers and directors collectively own about 7% of outstanding shares and intend to vote in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing Carrie Leigh as director, ratifying Haynie & Company as auditor, and an advisory vote on executive compensation.

• The board recommends voting in favor of all proposals.

• Stockholders may submit proposals for the 2026 meeting by December 1, 2025.

Board of directors and corporate governance

• The board consists of five members, with Carrie Leigh nominated to replace Dr. Barbara Payne.

• Four of five directors are independent under Nasdaq rules; Carrie Leigh is not independent due to family relationship.

• The company has adopted a Code of Ethics, Code of Conduct, and an insider trading policy.

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

• The board emphasizes diversity, inclusion, and a broad range of skills and experience.