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UTAH MEDICAL PRODUCTS INC

For the period ended Apr 2, 2026. Filed Apr 2, 2026.

View on SEC.gov

About 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, 2026 · Filed Apr 2, 2026

Use the contents to explore the available documents and sections.

UTMD$72.23+1.7%Stored close · as of Nov 6, 2026
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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 1, 2026 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 reelection of Ernst G. Hoyer and James H. Beeson as directors;

(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 3,185,025 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 2, 2026 (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 3,185,025 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 228,616 shares at the end of 2025, or approximately 7% of the issued and outstanding stock at 12-31-25 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 terms of directors Ernst G. Hoyer and Dr. James H. Beeson expire on May 1, 2026. Now the Board of Directors has nominated Mr. Hoyer and Dr. Beeson for reelection as directors, for a three-year term expiring at the 2029 Annual Meeting. The seats up for election are 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 for each nominee will elect the directors. 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.

In late 2025, the Board of Directors expanded the Board of Directors to six members in order to appoint Kevin C. Timken, who will continue to serve as a director until his successor is elected and qualified or until there is a decrease in the number of directors, according to UTMD’s Bylaws. For clarity, Mr. Timken will continue to serve until the 2028 annual meeting of stockholders in order to maintain balance in the number of director positions up for election each year.

It is intended that votes will be cast, pursuant to authority granted by the enclosed proxy, for the election of the nominees named above as directors of the Company, except as otherwise specified in the proxy. In the event a 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’ nominees for election as director of the Company at the Annual Meeting are Ernst G. Hoyer and James H. Beeson. Three other members of the Board of Directors were elected at the Company’s 2024 and 2025 meetings for terms of three years, and therefore are not standing for election at the current Annual Meeting. The terms of Mr. Cornwell and Mr. Richins expire at the 2027 Annual Meeting and Ms. Carrie Leigh’s term expires at the 2028 Annual Meeting. The Board of Directors has determined that Mr. Hoyer, Dr. Beeson, Mr. Richins, and Mr. Timken 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.

Year
First · Business Experience during Past Five Years
NameAgeElectedand Other Information
Kevin L. Cornwell791993Chairman of UTMD since 1996. President and CEO since December 1992. Secretary since 1993. Has served in various senior operating management positions in several technology-based companies over a 47-year time span, including as a past director on seven other company boards. Received B.S. degree in Chemical Engineering from Stanford University, M.S. degree in Management Science from the Stanford Graduate School of Engineering, and MBA degree specializing in Finance and Operations Management from the Stanford Graduate School of Business. Among other personal and professional attributes, the board considers Mr. Cornwell’s decades of strategic and operational experience in the medical device industry and the Company’s many years of success and profitability, as well as stockholder returns under his guidance, to be key reasons why he should continue as a member of the board of directors. Mr. Cornwell is the father of Carrie Leigh, another UTMD director.
Year
First · Business Experience
NameAgeElectedand Other Information
Ernst G. Hoyer881996Retired. Chairman of the Audit Committee and Lead Independent Director. Served fifteen years as General Manager of Petersen Precision Engineering Company, Redwood City, CA. Previously served in engineering and general management positions for four technology-based companies over a 35-year time span. Received B.S. degree in process engineering from the University of California, Berkeley, and MBA degree from the University of Santa Clara. Among other personal and professional attributes, the board considers Mr. Hoyer’s experience with and understanding of manufacturing operations, along with his financial and accounting expertise, to be key reasons why he should continue as an executive member of the board.
James H. Beeson842007Retired. Maternal-Fetal Medicine Physician, St. Joseph Medical Center, Houston, Texas. Professor of Maternal-Fetal Medicine at the McGovern Medical School at the University of Texas Health Science Center at Houston. Received B.S. degree in Chemistry from Indiana University, Ph.D. degree in Organic Chemistry from M.I.T., MBA from Michigan State University, and MD from the University of Chicago Pritzker School of Medicine. Served four year residency in Ob/Gyn at Chicago Lying-In Hospital, a fellowship in maternal-fetal medicine at the University of Utah and actively practiced Obstetrics and Gynecology for over 35 years. Currently licensed to practice medicine in the states of Utah, Oklahoma and Texas. Has published numerous articles and other technical papers. Has industrial experience in product development of in vitro diagnostics at the Ames Company division of Miles Laboratory (now Bayer). Among other personal and professional attributes, the board considers Dr. Beeson’s experience as an Ob/Gyn physician as well as his general understanding of clinical practice and healthcare delivery to be key reasons why he should continue as a member of the board.
Paul O. Richins651998Retired. Chief Administrative Officer of UTMD from 1997 to 2018. UTMD Treasurer and Assistant Secretary from 1994 to 2018. Received B.S. degree in finance from Weber State University, and MBA degree from Pepperdine University. Among other personal and professional attributes, the board considers Mr. Richins’ twenty-eight years of experience within the Company including a successful tenure as Principal Financial Officer and Manager of Stockholder Relations to be key reasons he should continue as a member of the board.
Carrie Leigh432024Merchandising and eCommerce Consultant. Served twelve years from 2004 to 2016 in direct sales responsibilities at UTMD, including as Global Direct Sales Manager. Received B.A. degree in communications from Santa Clara University and MBA from Northwestern University Kellogg School of Management. Ms. Leigh is the daughter of Kevin Cornwell. Among other personal and professional attributes, the board considers Ms. Leigh’s experience with and understanding of the medical device marketplace worldwide, her knowledge of eCommerce tools and her understanding of UTMD’s product/market strategy to be key reasons why she should continue as a member of the board.
Kevin Timken622025Appointed to board in November 2025. Retired Corporate and Securities Lawyer. Partner at Michael Best & Friedrich LLP from 2017 until retirement in 2025. Received B.A. degree in English from University of Northern Colorado and JD degree from University of Utah College of Law. Served for 25 years as UTMD’s outside legal counsel on corporate and securities matters. Among other attributes, the board considers Mr. Timken’s long-term understanding of UTMD’s SEC compliance and business development to be key reasons why he was appointed as an additional independent outside member of 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.

BeesonCornwellHoyerLeighRichinsTimken
Knowledge, Skills and Experience
UTMD Board Tenure (Years)183229127-
Public Company Board Experience•••••
Financial/Accounting•••••
Risk Management•••••
Governance/Ethics•••••
Legal/Regulatory••••••
HR/Compensation•••••
Executive Experience•••••
Operations Experience•••••
Strategic Planning/Oversight••••••
Technology•••••
Mergers and Acquisitions••••
Medical Device Industry Knowledge••••••
Academics••••••
Demographics
Gender
Male•••••
Female•
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.