UTAH MEDICAL PRODUCTS INC

DEF 14A 1 utmd_def14a.htm UTAH MEDICAL PRODUCTS, INC. - DEF 14A

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Solicitation Material Under Rule 14a-12

Utah Medical Products, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)Title of each class of securities to which transaction applies:

2)Aggregate number of securities to which transaction applies:

3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

4)Proposed maximum aggregate value of transaction:

5)Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)Amount Previously Paid:

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:

March 10, 2025

Dear UTMD Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Utah Medical Products, Inc. (UTMD). The meeting will be held promptly at 12:00 noon (Mountain time), on Friday, May 2, 2025 at the corporate offices of UTMD, 7043 South 300 West, Midvale, Utah USA. Please use the North Entrance.

Please note that attendance at the Annual Meeting will be limited to stockholders as of the record date (or their authorized representatives) and guests of the Company. Proof of ownership can be a copy of the enclosed proxy card. You may wish to refer to page one of this Proxy Statement for information about voting your proxy, including voting at the Annual Meeting.

The only proposals to be considered at the meeting are the three described below and in the accompanying document. At the Annual Meeting, we seek the approval of UTMD stockholders in electing one director and ratifying the selection of the same independent accounting firm. In an advisory vote, we are also asking UTMD stockholders to support UTMD’s executive compensation program which has not changed since the last stockholder approval. UTMD has always maintained an open invitation for stockholders to call management directly with questions and/or concerns.

If you will be unable to attend the meeting, please complete your proxy and return it as soon as possible. If you decide later to attend the meeting, you may revoke the proxy and vote in person. In general, you have several options for obtaining UTMD’s public announcements and other disclosures including financial information, such as SEC Forms 10-K and 10-Q. You can be added to the Company email or regular mail lists by contacting Brian Koopman with your email or mailing address, by sending an instruction letter to the corporate address, by calling (801-569-4014) with instructions, or by e-mailing your contact information toinfo@utahmed.com. As an alternative, you can view and print Company financial and other information directly from UTMD’s website;*** http://www.utahmed.com***.

Thank you for your ownership in UTMD!

Sincerely

Kevin L. Cornwell

Chairman & CEO

Direct Tele No. (801) 569-4190

UTAH MEDICAL PRODUCTS, INC.

7043 South 300 West

Midvale, Utah 84047

(801) 566-1200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 2, 2025

TO THE STOCKHOLDERS OF UTAH MEDICAL PRODUCTS, INC.

The Annual Meeting of Stockholders (the “Annual Meeting”) of UTAH MEDICAL PRODUCTS, INC. (the “Company” or “UTMD”), will be held on May 2, 2025, at 12:00 noon local time, for the following purposes:

(1)To elect one director to serve a term expiring at the 2028 Annual Meeting and until a successor is elected and qualified;

(2)To ratify the selection of Haynie & Company as the Company’s independent public accounting firm for the year ending December 31, 2025; and

(3)To hold an advisory vote on the Company’s executive compensation program.

UTMD’s Board of Directors recommends a vote “FOR” the nominated director, whose background is described in the accompanying Proxy Statement, “FOR” ratification of Haynie & Company and in support of the Company’s executive compensation program.

Only stockholders of record at the close of business on March 3, 2025 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting.

This Proxy Statement and form of proxy are being first furnished to stockholders of the Company on approximately April 11, 2025.

THE VOTE OF EACH STOCKHOLDER AT THE ANNUAL MEETING IS IMPORTANT, AND EACH STOCKHOLDER IS ENCOURAGED TO SUBMIT ITS PROXY.

BY ORDER OF THE BOARD OF DIRECTORS

Kevin L. Cornwell, Secretary

Salt Lake City, Utah

Dated: March 10, 2025

PLEASE PROMPTLY FILL IN, SIGN, DATE AND RETURN THE ENCLOSED PROXY, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING.

If your shares are held in the name of a third party brokerage firm, nominee, or other institution, only that third party can vote your shares. In that case, please promptlycontact the third party responsible for your account andgive instructions how your shares should be voted.

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