UTAH MEDICAL PRODUCTS INC 10-K/A

ITEM 9A – CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. UTMD Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Securities Exchange Act of 1934 Rule 13a-15(e). UTMD’s Board of Directors, operating through its Audit Committee, provides oversight to its financial reporting process. During 2022, UTMD evaluated the effectiveness of the design and operation of its disclosure controls and procedures. Based on that evaluation, UTMD’s Chief Executive Officer and Principal Financial Officer concluded that, as of December 31, 2022, its disclosure controls and procedures were effective. Management’s Report on Internal Control Over Financial Reporting. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the Company has included, as part of this Form 10-K, a report of management's assessment of the effectiveness of its internal controls as of December 31, 2022. Management's report appears on page 34 of this Form 10-K under the caption "Management's Report on Internal Control Over Financial Reporting" and is incorporated herein by reference. Changes in Internal Control Over Financial Reporting. There have been no changes in UTMD’s internal control over financial reporting that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, 2022, and there were no material weaknesses. ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 54 Table of Contents PART III ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information from the definitive proxy statement of the registrant for the 2023 annual meeting of stockholders under the captions, · “PROPOSAL NO. 1. ELECTION OF DIRECTORS: General,” and “Directors and Nominees,” · “SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN PERSONS,” and · “EXECUTIVE OFFICER COMPENSATION: 2022 Director Compensation,” is incorporated herein by reference. UTMD adopted a Code of Ethics for its executive officers, including the Chief Executive Officer and outside directors, in October 2003. The Code of Ethics, along with UTMD’s Code of Conduct, which covers all exempt employees (including all officers and outside directors) and certain non-exempt employees, is posted on UTMD’s web site at www.utahmed.com . UTMD intends to post on its website any waivers of or amendments to its Code of Ethics. ITEM 11 - EXECUTIVE COMPENSATION The information from the definitive proxy statement of the registrant for the 2023 annual meeting of stockholders under the captions, · “EXECUTIVE OFFICER COMPENSATION,” · “COMPENSATION DISCUSSION AND ANALYSIS,” and · “BOARD OF DIRECTORS AND OTHER BOARD COMMITTEE REPORTS: Compensation and Option Committee Interlocks and Insider Participation,” specifically excluding the “Report of the Compensation Committee” is incorporated herein by reference. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information from the definitive proxy statement of the registrant for the 2023 annual meeting of stockholders under the captions, · “SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN PERSONS” and · “DISCLOSURE RESPECTING THE COMPANY’S EQUITY COMPENSATION PLANS” is incorporated herein by reference. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information from the definitive proxy statement of the registrant for the 2023 annual meeting of stockholders under the captions, · “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” · “BOARD OF DIRECTORS AND OTHER BOARD COMMITTEE REPORTS: Director Independence” is incorporated herein by reference. The information from the definitive proxy statement of the registrant for the 2023 annual meeting of stockholders in the first paragraph under the caption, “Report of the Audit Committee” is incorporated herein by reference. ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES The information from the definitive proxy statement of the registrant for the 2023 annual meeting of stockholders under the caption “PROPOSAL NO 3. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: Fees billed by Haynie & Company,” “Audit Committee Policy and Approval,” and “Auditor Independence” are incorporated herein by reference. 55 Table of Contents PART IV ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report or incorporated herein by reference. 1. Financial Statements. (See Table of Contents to Item 8, above.) 2. Supplemental Schedule. Financial Statement Schedules are omitted because they are inapplicable or the required information is otherwise included in the accompanying Financial Statements and the notes thereto. 3. Exhibits. Exhibit # Title of Document Location 3.1 Articles of Restatement of the Articles of Incorporation Incorporated by Reference (1) 3.2 Articles of Correction to the Restated Articles of Incorporation Incorporated by Reference (1) 3.3 Bylaws Incorporated by Reference (2) 10.1 Employment Agreement dated December 21, 1992 with Kevin L. Cornwell* Incorporated by Reference (3) 10.2 Amendment, effective May 15, 1998, to Employment Agreement dated December 21, 1992 with Kevin L. Cornwell* Incorporated by Reference (3) 10.3 Utah Medical Products, Inc., 2003 Employees’ and Directors’ Incentive Plan* Incorporated by Reference (4) 10.4 Utah Medical Products, Inc., 2013 Employees’ and Directors’ Incentive Plan* Incorporated by Reference (5) 10.5 Summary of Officer and Director Compensation This filing 21 Subsidiaries of Utah Medical Products, Inc. This filing 23.1 Consent of Haynie & Company, UTMD’s independent auditors for the year s ended December 31, 2022 and December 31, 20 21 This filing 23.2 Consent of Nortons Assurance Limited, Femcare Group Limited’s independent auditors for the years ended December 31, 20 22 and December 31, 20 21 This filing 31.1 Certification of CEO pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 This Filing 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 This Filing 32.1 Certification of CEO pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 This Filing 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 This Filing 101 The following financial information from the Utah Medical Products, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Cash Flow, (iv) Consolidated Statements of Stockholders’ Equity, and (v) related Notes to the Consolidated Financial Statements, tagged in detail. This Filing 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) This Filing * Management contract of compensatory plan or arrangement required to be filed pursuant to Item 14(c). (1) Incorporated by reference from the Company’s annual report on form 10-K filed with the Commission for the year ended December 31, 2004. (2) Incorporated by reference from the Company’s report on form 8-K filed with the Commission on February 13, 2014. (3) Incorporated by reference from the Company’s annual report on form 10-K filed with the Commission for the year ended December 31, 2003. (4) Incorporated by reference from the Company’s 2003 definitive proxy statement on form DEF 14A filed with the Commission on March 27, 2003. (5) Incorporated by reference from the Company’s 2013 definitive proxy statement on form DEF 14A filed with the Commission on March 7, 2013. ITEM 16 – FORM 10-K SUMMARY None. 56 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned this 28th day of March 2023. UTAH MEDICAL PRODUCTS, INC. By: /s/ Kevin L. Cornwell Kevin L. Cornwell Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 28th day of March 2023. By: /s/ James H. Beeson James H. Beeson, Director By: /s/ Kevin L. Cornwell Kevin L. Cornwell, Director By: /s/ Ernst G. Hoyer Ernst G. Hoyer, Director By: /s/ Barbara A. Payne Barbara A. Payne, Director By: /s/ Paul O. Richins Paul O. Richins, Director 57 Table of Contents