Medline Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$MDLN
Medical/Dental Instruments
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2026
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 11, 2026, Medline Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of (i) electing the 12 director nominees named in the proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 23, 2026; (ii) approving, on an advisory basis, the Company’s executive compensation; (iii) approving the frequency of holding advisory votes to approve the Company’s executive compensation; and (iv) ratifying the selection of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026.
Stockholders were entitled to one vote per share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) held and one vote per share of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”) held on the matters presented at the Annual Meeting. The Class A Common Stock and Class B Common Stock voted as a single class on all matters presented at the Annual Meeting. The final results of the stockholder vote are set forth below.
Item 1. Election of Directors. Stockholders elected each of the 12 nominees to serve as a director of the Company for a one-year term expiring at the Company’s 2027 Annual Meeting of Stockholders as follows:
Director | Shares For | Shares Withheld | Broker Non-Votes | ||||||||
Charles N. Mills | 1,190,578,539 | 4,959,993 | 15,907,427 | ||||||||
Joseph P. Baratta | 1,187,349,612 | 8,188,920 | 15,907,427 | ||||||||
Jacob D. Best | 1,184,283,692 | 11,254,840 | 15,907,427 | ||||||||
Todd M. Bluedorn | 1,191,284,106 | 4,254,426 | 15,907,427 | ||||||||
James M. Boyle | 1,191,290,295 | 4,248,237 | 15,907,427 | ||||||||
Richard A. Galanti | 1,187,400,373 | 8,138,159 | 15,907,427 | ||||||||
Patrick J. Healy | 1,191,257,516 | 4,281,016 | 15,907,427 | ||||||||
Andrew J. Mills | 1,190,955,225 | 4,583,307 | 15,907,427 | ||||||||
Robert R. Schmidt | 1,151,561,782 | 43,976,750 | 15,907,427 | ||||||||
Anushka M. Sunder | 1,188,360,787 | 7,177,745 | 15,907,427 | ||||||||
Thomas W. Sweet | 1,187,354,719 | 8,183,813 | 15,907,427 | ||||||||
Stephen H. Wise | 1,187,346,890 | 8,191,642 | 15,907,427 | ||||||||
Item 2. Advisory Vote to Approve Executive Compensation. Stockholders approved, on an advisory basis, the Company’s executive compensation as follows:
Shares For | Shares Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||||||||
1,189,280,399 | 6,203,145 | 54,988 | 15,907,427 | ||||||||||||||||||||||||||||||||
Item 3. Advisory Vote on the Frequency of Votes on Executive Compensation. Stockholders approved, on an advisory basis, a frequency of one year for future advisory votes on the Company’s executive compensation as follows:
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||||||||||||||||
1,195,424,539 | 19,303 | 61,335 | 33,355 | 15,907,427 | ||||||||||||||||||||||||||||||||||||||||
Item 4. Ratification of the Selection of Ernst & Young LLP as Independent Auditor for Fiscal Year 2026. Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2026 as follows:
Shares For | Shares Against | Abstentions | ||||||||||||||||||||||||
1,211,242,117 | 156,205 | 47,637 | ||||||||||||||||||||||||
The Company has decided, going forward, to hold an advisory stockholder vote on the Company’s executive compensation every year, consistent with the recommendation of the Board of Directors of the Company to stockholders.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
Date: June 12, 2026
MEDLINE INC. | |||||
By: | /s/ Alex M. Liberman | ||||
Name: Alex M. Liberman | |||||
Title: Chief Legal Officer | |||||