Form 8-K - Current report

0000706698 false 0000706698 2024-11-01 2024-11-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported):  November 1, 2024

 

 

UTAH MEDICAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Utah		000-12575		87-0342734
(State or other jurisdiction of		(Commission File Number)		(IRS Employer
incorporation or organization)				Identification No.)
7043 South 300 West
Midvale, Utah				84047
(Address of principal executive offices)				(Zip code)
Registrant’s telephone number, including area code:				Phone: [phone]
n/a
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
	Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

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ITEM 5.02— DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On November 1, 2024, the Board of Directors of Utah Medical Products, Inc. (UTMD) voted to increase the size of the Board of Directors from five to six members and to appoint Carrie Leigh to fill the vacancy created by the increase in the number of directors. Ms. Leigh will serve on the Board’s Compensation and Benefits committee.

 

Ms. Leigh was employed in direct sales positions with UTMD from 2004 to 2016, finishing her time with UTMD as its manager of Global Direct End User Sales. Since 2017, Ms. Leigh has been working as a lean merchandising and ecommerce consultant. Ms. Leigh, who is the daughter of UTMD’s CEO Kevin Cornwell, has an MBA from the Northwestern University Kellogg School of Management and a B.S. in Communications from Santa Clara University.

 

As a member of the Board of directors, Ms. Leigh received a grant of 10,000 options with an exercise price of $64.09 per share that will vest over a four-year period if she remains a member of the Board of Directors, and will receive the UTMD standard Board Member fee of $7,350 per quarter, which will be pro-rated for the final quarter of 2024.

 

ITEM 8.01—OTHER EVENTS

 

On November 5, 2024, Utah Medical Products, Inc. announced that it is increasing its regular quarterly cash dividend.  A dividend of $.305 per share is payable on January 3, 2025 to shareholders of record at the close of business on December 16, 2024.  A copy of the press release is attached hereto as Exhibit 99.1.

 

 

 

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

 

The following is filed as an exhibit to this report:  

 

Exhibit Number*		Title of Document		Location
Item 99.1		Utah Medical Products, Inc. Appoints New Director and Increases Quarterly Cash Dividend		This filing

 

_______________________________________

*All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.  

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	UTAH MEDICAL PRODUCTS, INC.
Dated: November 5, 2024	By:	/s/ Kevin L. Cornwell
		Kevin L. Cornwell, Chief Executive Officer

 

EXHIBIT 99.1

Utah Medical Products, Inc. Appoints Director and Increases Quarterly Dividend

 

Contact:  Brian Koopman	November 5, 2024
[phone]

 

Salt Lake City, Utah - Utah Medical Products, Inc. (Nasdaq: UTMD) announces that its Board of Directors has appointed Carrie Leigh to its Board of Directors.  Ms. Leigh, who was employed in direct sales positions for UTMD from 2004 to 2016, graduated with a B.S. in Communications from Santa Clara University and an MBA from the Northwestern University Kellogg School of Management.  As she served in her last position as UTMD’s manager of Global Direct End User Sales, the Board believes her robust understanding of the functional and strategic challenges that the Company faces will be integral for achieving future revenue growth.

 

In addition, the Board of Directors approved a quarterly cash dividend of thirty and one-half cents ($.305) per share of common stock payable on January 3, 2025 to shareholders of record at the close of business on December 16, 2024.  This is a 1.7% increase over the prior regular quarterly cash dividend.

 

Utah Medical Products, Inc., with particular interest in health care for women and their babies, develops, manufactures and markets a broad range of disposable and reusable specialty medical devices recognized by clinicians in over a hundred countries around the world as the standard for obtaining optimal long term outcomes for their patients.  For more information about Utah Medical Products, Inc., visit UTMD’s website at www.utahmed.com.

 

Document and Entity Information	Nov. 01, 2024
Details
Registrant CIK	0000706698
Registrant Name	UTAH MEDICAL PRODUCTS, INC.
SEC Form	8-K
Period End date	Nov. 01, 2024
Tax Identification Number (TIN)	87-0342734
Emerging Growth Company	false
Entity Incorporation, State or Country Code	UT
Securities Act File Number	000-12575
Entity Address, Address Line One	7043 South 300 West
Entity Address, City or Town	Midvale
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84047
City Area Code	801
Local Phone Number	566-1200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false

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