UTAH MEDICAL PRODUCTS INC

UTAH MEDICAL PRODUCTS, INC.

PROXY STATEMENT

This Proxy Statement is furnished to stockholders of UTAH MEDICAL PRODUCTS, INC. (the “Company” or “UTMD”) in connection with the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 2, 2025 at 12:00 noon local time, and any postponement or adjournment(s) thereof. The enclosed proxy, when properly executed and returned in a timely manner, will be voted at the Annual Meeting in accordance with the directions set forth thereon. If the enclosed proxy is signed and timely returned without specific instructions, it will be voted at the Annual Meeting:

(1)FOR the election of Carrie Leigh as director;

(2)FOR the ratification of Haynie & Company as the Company’s independent registered public accounting firm; and

(3)IN support of the Company’s executive compensation program.

The Board of Directors has approved proposals 1-3 and recommends that the stockholders vote in favor of those proposals. Proxies solicited by the Company will be voted FOR proposals 1-3 unless a vote against, or an abstention from, one or more of the proposals is specifically indicated on the proxy.

A proxy for the Annual Meeting is enclosed. It is important that each stockholder complete, sign, date and return the enclosed proxy promptly, whether or not she/he plans to attend the Annual Meeting. Any stockholder who executes and delivers a proxy has the right to revoke it at any time prior to its exercise by providing the Secretary of the Company with an instrument revoking the proxy or by providing the Secretary of the Company with a duly executed proxy bearing a later date. In addition, a stockholder may revoke her/his proxy by attending the Annual Meeting and electing to vote in person.

Proxies are being solicited by the Company. All costs and expenses incurred in connection with the solicitation will be paid by the Company. Proxies are being solicited by mail, but in certain circumstances, officers and directors of the Company may make further solicitation in person, by telephone, email, facsimile transmission or overnight courier.

Only holders of the 3,303,494 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issued and outstanding as of the close of business on March 3, 2025 (the “Record Date”), will be entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote. Holders of at least a majority of the 3,303,494 shares of Common Stock outstanding on the Record Date must be represented at the Annual Meeting to constitute a quorum for conducting business.

All properly executed and returned proxies, as well as shares represented in person at the meeting, will be counted for purposes of determining if a quorum is present, whether or not the proxies are instructed to abstain from voting or consist of broker non-votes. Under the Utah Revised Business Corporation Act, matters other than the election of directors and certain specified extraordinary matters are approved if the number of votes cast FOR exceed the number of votes cast AGAINST. Directors are elected by a plurality of the votes cast. Abstentions and broker non-votes are not counted for purposes of determining whether a matter has been approved or a director has been elected.

Executive officers and directors holding an aggregate of 228,766 shares at the end of 2024, or approximately 7% of the issued and outstanding stock at 12-31-24 have indicated their intent to vote in favor of all proposals.

PROPOSAL NO. 1. ELECTION OF DIRECTORS

General

The Company’s Articles of Incorporation provide that the Board of Directors is divided into three classes as nearly equal in size as possible, with the term of each director being three years and until such director’s successor is elected and qualified. One class of the Board of Directors shall be elected each year at the annual meeting of the stockholders of the Company.

The three-year term of director Dr. Barbara Payne expires on May 2, 2025. After ably serving on UTMD’s Board for twenty-seven years, Dr. Payne is not standing for re-election. The Board of Directors temporarily expanded the Board of Directors in late 2024 to six members in order to appoint Carrie Leigh with some overlap until the end of Dr. Payne’s term. Now the Board of Directors has nominated Carrie Leigh for election as director, for a three-year term expiring at the 2028 Annual Meeting, with the number of directors returning to five members. The seat up for election is uncontested, i.e. no other nominees have been submitted. Under UTMD’s Bylaws, a nominee will be elected by a plurality of votes cast. Since there are no other nominees, as a practical matter, one FOR vote will elect the director. However, under a policy adopted by UTMD in 2018, any nominee for the board of directors receiving less than a majority of the votes cast in an uncontested election shall submit her or his resignation to the board of directors, which shall accept or decline to accept that resignation in its sole discretion.

It is intended that votes will be cast, pursuant to authority granted by the enclosed proxy, for the election of the nominee named above as director of the Company, except as otherwise specified in the proxy. In the event the nominee shall be unable to serve, votes will be cast, pursuant to authority granted by the enclosed proxy, for such other persons as may be designated by the Board of Directors. The officers of the Company are elected to serve at the pleasure of the Board of Directors. The information concerning the nominees and other directors and their security holdings has been furnished by them to the Company.

Directors and Nominee

The Board of Directors’ nominee for election as director of the Company at the Annual Meeting is Carrie Leigh. Other members of the Board of Directors were elected at the Company’s 2023 and 2024 meetings for terms of three years, and therefore are not standing for election at the current Annual Meeting. The terms of Mr. Hoyer and Dr. Beeson expire at the 2026 Annual Meeting and the terms of Mr. Cornwell and Mr. Richins expire at the 2027 Annual Meeting. The Board of Directors has determined that Mr. Hoyer, Dr. Beeson and Mr. Richins are independent directors within the meaning of Nasdaq Stock Market Rule 5605(a)(2). None of the directors has served on the board of another public company during the past five years. None of the directors has been a party in a legal proceeding during the past ten years related to securities, financial institutions or fraud in connection with any business entity or agency or organization, as defined in the Exchange Act that has disciplinary authority over its members. Background information appears below with respect to the incumbent directors whose terms have not expired, as well as the director standing for election to the Board.

Code of Ethics and Other Governance Policies

The Company has adopted a Code of Ethics specifically for its executive officers and Board of Directors. The Company also has a Code of Conduct that applies to all its employees, including its executive officers and Board of Directors. Both the Code of Conduct and Code of Ethics are available at http://www.utahmed.com/corporate-governance.html

The Company has adopted a Clawback Policy, i.e. a “Policy Relating to Recovery of Erroneously Awarded Compensation”, that is described in more detail on page 7, and was attached as Exhibit 97.1 to the Company’s annual report on SEC Form 10-K for the fiscal year ended December 31, 2024.

The Company has adopted an insider trading policy that governs the purchase, sale and/or other transactions of its securities by the Company’s executive officers, employees, and Board of Directors. A copy of the insider trading policy was filed as Exhibit 19.1 to the Company’s annual report on SEC Form 10-K for the fiscal year ended December 31, 2024. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and any applicable Nasdaq listing requirements.

Board Diversity

The Company is committed to a diverse, inclusive and equitable environment where all board members feel respected and valued regardless of gender, age, race, ethnicity, national origin, sexual orientation or identity, disability, education or any other bias.

Board Skills and Demographics Matrix

The type and degree of knowledge, skill and experience listed below may vary among members of the Board.