12 unchanged sentences
Opinion on Internal Control over Financial Reporting
−Removed: We have audited the internal control over financial reporting of ICU Medical, Inc and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: We have audited the internal control over financial reporting of ICU Medical, Inc.
+Added: and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
20 unchanged sentences
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
10 unchanged sentences
The information required by this Item 13 of Form 10-K is set forth under the caption Transactions with Related Persons , Policies and Procedures Regarding Transactions with Related Persons and Director Independence in our definitive Proxy Statement to be filed in connection with our 2022 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
−Removed: The information required by this Item 14 of Form 10-K is set forth under the caption Ratification of Auditors in our definitive Proxy Statement to be filed in connection with our 2021 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
−Removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
+Added: The information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB No.
+Added: 34 ) as required by this Item 14 of Form 10-K is set forth under the caption Ratification of Auditors in our definitive Proxy Statement to be filed in connection with our 2022 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Form 10-K Page No.
8 unchanged sentences
Exhibit Number Exhibit Description
−Removed: Amended and Restated Stock and Asset Purchase Agreement, dated as of January 5, 2017, by and between Pfizer Inc., a Delaware corporation, and ICU Medical, Inc., a Delaware corporation.
−Removed: Filed as Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed January 5, 2017, and incorporated herein by reference.
+Added: Share Sale and Purchase Agreement, dated September 8, 2021, by and between Smiths Group International Holdings Limited, a private limited company incorporated in England and Wales, and ICU Medical, Inc., a Delaware corporation.
+Added: Filed as an Exhibit to Registrant's Current Report on Form 8-K filed September 8, 2021, and incorporated herein by reference.
+Added: Put Option Deed from ICU Medical, Inc., a Delaware corporation to Smiths Group International Holdings Limited, a private limited company incorporated in England and Wales.
+Added: Filed as an Exhibit to Registrant's Current Report on Form 8-K filed September 8, 2021, and incorporated herein by reference.
Registrant's Certificate of Incorporation, as amended and restated.
7 unchanged sentences
001-34634), and incorporated herein by reference.
−Removed: Registrant's 2001 Directors' Stock Option Plan.* Filed as an Exhibit to Registrant's definitive Proxy Statement filed pursuant to Regulation 14A on April 3, 2002 (File No.
−Removed: 000-19974), and incorporated herein by reference.
Registrant's 2002 Employee Stock Purchase Plan.* Filed as an Exhibit to Registrant's definitive Proxy Statement filed pursuant to Regulation 14A on April 3, 2002 (File No.
000-19974), and incorporated herein by reference.
−Removed: Registrant's 2003 Stock Option Plan.* Filed as an Exhibit to Registrant's definitive Proxy Statement filed pursuant to Regulation 14A on April 25, 2003 (File No.
−Removed: 000-19974), and incorporated herein by reference.
Executive officer compensation*
2 unchanged sentences
001-34634), and incorporated herein by reference.
−Removed: Amendment No.
−Removed: 1 to 2001 Directors' Stock Option Plan.* Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2009, filed October 22, 2009 (File No.
−Removed: 000-19974), and incorporated herein by reference.
−Removed: Amendment No.
−Removed: 2 to 2001 Directors' Stock Option Plan.* Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2009, filed October 22, 2009 (File No.
−Removed: 000-19974), and incorporated herein by reference.
−Removed: Amendment No.
−Removed: 3 to 2001 Directors' Stock Option Plan.* Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2009, filed October 22, 2009 (File No.
−Removed: 000-19974), and incorporated herein by reference.
Amended and Restated ICU Medical, Inc.
3 unchanged sentences
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 2019, filed March 2, 2020 (File No.001-34634) and incorporated herein by reference.
−Removed: 2014 Inducement Stock Incentive Plan.* Filed as an Exhibit to Registrant's Current Report on Form 8-K filed February 26, 2014 (File No.
−Removed: 001-34634) and incorporated herein by reference.
Amended and Restated Executive Employment Agreement, dated as of May 8, 2017, by and between ICU Medical, Inc.
and Vivek Jain.* Filed as an Exhibit to Registrant's Current Report on Form 8-K filed May 8, 2017, and incorporated herein by reference.
−Removed: Buy-Out Agreement between Registrant and George A.
−Removed: effective September 30, 2015.* Filed as an Exhibit to Registrant's Current Report on Form 8-K filed October 1, 2015, and incorporated herein by reference.
Letter agreement between the Registrant and Alison Burcar, effective April 1, 2019.
Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2019, and incorporated herein by reference.
−Removed: Retirement and Separation Agreement, dated as of February 27, 2020, by and between ICU Medical, Inc.
−Removed: and Scott Lamb.
−Removed: Filed as an Exhibit to Registrant’s Current Report on Form 8-K filed February 28, 2020 and incorporated herein by reference.
ICU Medical, Inc.
3 unchanged sentences
Filed as an Exhibit to Registrant's Current Report on Form 8-K filed January 6, 2020, and incorporated herein by reference.
−Removed: Revolving Credit Agreement, dated as of November 8, 2017, among ICU Medical, Inc., as borrower, certain lenders party thereto and Wells Fargo Bank, N.A., as administrative agent and swingline lender.
−Removed: Filed as an Exhibit to Registrant's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2017, and incorporated herein by reference.
+Added: Credit Agreement, dated as of January 6, 2022, by and among ICU Medical, Inc.
+Added: as Borrower, certain subsidiaries as guarantors, Wells Fargo Bank, National Association, as Administrative Agent, Wells Fargo Securities, LLC and Barclays Bank PLC as joint bookrunners and joint lead arrangers and the other joint bookrunners and joint lead arrangers listed therein.
+Added: Filed as an Exhibit to Registrant's Current Report on Form 8-K filed January 7, 2022.
+Added: Shareholders Agreement, dated as of January 6, 2022, by and between ICU Medical, Inc.
+Added: and Smiths Group International Holdings Limited.
+Added: Filed as an Exhibit to Registrant's Current Report on Form 8-K filed January 7, 2022.
Subsidiaries of Registrant.
52 unchanged sentences
Director February 25, 2022
−Removed: /s/ Robert S.
−Removed: Swinney, M.D.
−Removed: Director February 26, 2021
−Removed: Swinney, M.D.
Greenberg Director February 25, 2022
4 unchanged sentences
Abbey Director February 25, 2022
+Added: /s/ Laurie Hernandez Director February 25, 2022
+Added: Laurie Hernandez
+Added: /s/ Kolleen T.
+Added: Kennedy Director February 25, 2022
+Added: /s/ William Seeger Director February 25, 2022
+Added: William Seeger
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.