MERIT MEDICAL SYSTEMS INC
For the period ended Apr 2, 2024. Filed Apr 2, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 2, 2024 · Filed Apr 2, 2024
Contents
Proxy Statement Summary
This Proxy Statement is provided in connection with the solicitation of proxies by the Board of Directors of Merit Medical Systems, Inc. (Board orBoard of Directors) for the Annual Meeting of Shareholders to be held on May 15, 2024, at 2:00 p.m. Mountain Time (Annual Meeting or2024 Annual Meeting). In this Proxy Statement, we may refer to Merit Medical Systems, Inc. as theCompany,Merit,we,us, orour. The following summary highlights information contained elsewhere in this Proxy Statement. Before Voting, please review the entire Proxy Statement and the Annual Report.
| Voting RoadmapEven if you attend the Annual Meeting, you can vote in advance using a method below. | ||||
|---|---|---|---|---|
| Before the meeting go to: www.proxyvote.comDuring the meeting go to: www.virtualshareholdermeeting.com/MMSI2024. | Call 1-800-690-6903(U.S. and Canada) | (cast your ballot, sign proxy card and post) | ||
| Phone and Internet voting will close at 11:59 P.M. Eastern Time on May 14, 2024 but voting by Internet will open again during the meeting (see below). Voting instructions for shares held in the Company’s 401(k) Profit Sharing Plan must be received by 11:59 P.M. Eastern Time on May 10, 2024 and such shares may not be voted during the meeting. Holders in “street name” must instruct their broker or nominee. | ||||
| PROPOSAL 1: Election of Three Nominees for Director (See page 5) | ||||
| The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and diversity of perspectives that is essential to good governance and leadership of our company. | The Board recommends a Vote FOR each nominee | |||
| PROPOSAL 2: Advisory Vote on Executive Compensation (Say-On-Pay) (See page 57) | ||||
| The Board of Directors recommends that you vote FOR this “Say-on-Pay” advisory proposal because our compensation program attracts top talent commensurate with our peers and reinforces our “Pay for Performance” philosophy. | The Board recommends a Vote FOR this proposal | |||
| PROPOSAL 3: Approve an Amendment to Increase the Number of Shares Authorized Under the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan (See page 74) | ||||
| The Board of Directors recommends that you vote FOR approval of the Third Amendment to the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan, which would increase the number of shares of Common Stock of the Company (the Common Stock) authorized for issuance under the Plan by 3,000,000 shares. The Board of Directors believes that in order to successfully attract and retain highly talented individuals, and to better align the interests of those individuals and the Company, we must continue to offer a competitive equity incentive program. The proposed increase in authorized shares under the Plan would allow Merit to continue its granting practices to key employees. | The Board recommends a Vote FOR this proposal | |||
| PROPOSAL 4: Ratify Appointment of Independent Registered Public Accounting Firm (See page 81) | ||||
| We have selected Deloitte & Touche LLP (Deloitte) to serve as our independent registered public accounting firm for the year ending December 31, 2024 because Deloitte is an independent firm with reasonable fees and has significant industry and financial reporting expertise. | The Board recommends a Vote FOR this proposal | |||
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2| Understand. Innovate. Deliver. TM
A Snapshot of Our Board of Directors
The following table provides summary information about each director nominee (first three), as well as each director whose term of office will continue after the Annual Meeting.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Director · Term · · Board Committees | |||||||||
| Name, Primary Occupation | Age | Since | Expires | Independent | A | C | F | G | O |
| Fred P. LampropoulosChair, President & CEO of Merit | 74 | 1987 | 2024(1) | No | | | | | ● |
| STEPHEN C. EVANSFounder, Chairman & CEO of Flag Bridge Global Solutions, LLC; Rear Admiral (Ret.) and Former Special Advisor to the Commander, U.S. Navy | 59 | 2021 | 2024(1) | Yes | ● | ● | | | |
| SILVIA M. PEREZPresident and General Manager, Commercial Branding and Transportation, 3M Company | 57 | - | (1) | Yes | (2) | (2) | (2) | (2) | (2) |
| THOMAS J. GUNDERSONRetired Medtech Analyst at Piper Jaffray | 73 | 2017 | 2025 | Yes | ● | | □ | | |
| Laura S. KaiserPresident & CEO of SSM Health | 63 | 2022 | 2025 | Yes | | | | ● | ● |
| Michael R. McDonnellChief Financial Officer of Biogen, Inc. | 60 | 2022 | 2025 | Yes | ● | | ● | | |
| F. ANN MILLNER, ED.D.Regents Professor of Health Administrative Services at Weber State Univ. | 72 | 2015 | 2025 | Yes | | ● | | □ | |
| LONNY J. CARPENTERFormer Group President, Stryker Corporation | 62 | 2020 | 2026 | Yes | | ● | ● | | □ |
| DAVID K. FLOYDFormer Group President, Stryker Corporation | 63 | 2020 | 2026 | Yes | | | | ● | ● |
| Lynne N. wardFormer Executive Director of my529 (formerly Utah Educational Savings Plan) | 65 | 2019 | 2026 | Yes | □ | | ● | ● | |
| | | | |
|---|---|---|---|
| □: Committee Chair | A: Audit Committee | F: Finance Committee | O: Operating Committee |
| ●: Committee Member | C: Compensation and Talent Development Committee | G: Governance and Sustainability Committee |
| (1) | If elected at the Annual Meeting, Messrs. Lampropoulos and Evans and Ms. Perez would serve terms expiring in 2027. |
| (2) | If Ms. Perez is elected at the Annual Meeting, the Board will determine her individual committee assignments. |
Selected 2023 Highlights
| | | | | | | |
|---|---|---|---|---|---|---|
| Revenue | | | Operating Cash Flow | | | 5-Year TSR (1) |
| $1.257 billion | | | $145 million | | | 36% |
| (1) | Reflects five-year cumulative total return of our Common Stock, as reported on the Nasdaq Global Select Market System (Nasdaq) for the period from December 31, 2018 to December 31, 2023. Past results are not necessarily an indicator of future performance. |
| Environment | | | Foundations for Growth |
|---|---|---|---|
| Prioritized reduction of environmental footprint by continuing to implement programs to reduce waste, conserve resources and improve the areas where we do business | | | Completed the final year of our Foundations for Growth Program, delivering or exceeding each of the financial targets outlined for the three-year period ended December 31, 2023 |
Compensation Highlights
| | |
|---|---|
| Consistent with our strong interest in shareholder engagement and our pay-for-performance approach, the Compensation and Talent Development Committee of our Board (Compensation Committee) has continued to refine our executive compensation program to encourage alignment between the interests of our executives and shareholders. Shareholders have shown strong support for our executive compensation program, with 96% of shareholders represented at our 2023 annual meeting voting in favor of it. | |
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| We pay for performance | |
|---|---|
| 60%60% of CEO’s target equity compensation package is performance-based | 60%60% of other named executive officers’ target equity compensation package is performance-based |
The Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan, as amended (2018 Incentive Plan), provides for the issuance of up to 6,100,000 shares of our Common Stock. Awards granted under the 2018 Incentive Plan generally have minimum vesting periods of not less than one year.
During 2020, we began a program of awarding performance-based restricted stock units under the provisions of the 2018 Incentive Plan, which ties a significant portion of executive equity compensation to the achievement of operating cash flow metrics, adjusted for the performance of our stock relative to the Russell 2000 market index. These performance-based restricted stock units generally have a three-year performance period.
We ask that our shareholders approve, on an advisory basis, the compensation of our Named Executive Officers (NEOs). For additional information regarding our executive compensation practices, see “Compensation Discussion and Analysis” in this Proxy Statement. We also ask that our shareholders approve an amendment to increase the number of shares authorized for issuance under the 2018 Incentive Plan. For additional information about this amendment, see “Proposal 3: Approval of an Amendment to the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan to Increase the Number of Shares of Common Stock Authorized for Issuance Thereunder by 3,000,000 Shares.”
4| Understand. Innovate. Deliver. TM
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.