Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Merit Medical Systems, Inc. (the “Company”) held on May 13, 2026, the Company’s shareholders approved (i) the Merit Medical Systems, Inc. 2026 Equity Incentive Plan (the “EIP”) and (ii) the Merit Medical Systems, Inc. 2026 Employee Stock Purchase Plan (the “ESPP”). The Company’s executive officers and directors are among those eligible to participate in the EIP, and the Company’s officers are among those eligible to participate in the ESPP. Descriptions of the EIP and the ESPP are set forth in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 31, 2026 (the “Proxy Statement”) in the section titled “Equity Incentive Plans” and are incorporated herein by reference. The description of the EIP is filed herein as Exhibit 99.1, and the description of the ESPP is filed herewith as Exhibit 99.2.
The descriptions of the EIP and ESPP contained herein and in the Proxy Statement are qualified in their entirety by reference to the EIP and ESPP, as applicable, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Following the approval of the EIP by the shareholders, the Company’s Board of Directors (the “Board”) approved a base form Restricted Stock Unit Award Agreement related to the grant of restricted stock units to directors (the “Director RSU Agreement”). Under the Director RSU Agreement, directors are granted a specified number of restricted stock units, which vest after 350 days provided that the respective director provides continuous service through the vesting date. The description of the Director RSU Agreement contained herein is qualified in its entirety by the base form Director RSU Agreement, a copy of which is filed herewith as Exhibit 10.3
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 14, 2026, the Board approved and adopted the Fifth Amended and Restated Bylaws of the Company (the “Fifth A&R Bylaws”). The Fifth A&R Bylaws became effective immediately upon approval by the Board and amend and restate entirely the Company’s Fourth Amended and Restated Bylaws. Among other things, the Fifth A&R Bylaws:
| ● | Clarify the ability of shareholders and proxyholders to attend and participate in shareholder meetings by means of remote communication equipment; |
| ● | Permit delivery of notice of shareholder meetings by electronic communication; |
| ● | Clarify the ability of directors to participate in Board meetings by means of remote communication equipment; |
| ● | Update provisions relating to the “universal proxy” rules under Rule 14a-19 of the Securities Exchange Act of 1934 (the “Exchange Act”); |
| ● | Modify the composition of officers of the Company; |
| ● | Permit shares of stock of the Company to be represented in certificated and uncertificated form; and |
| ● | Modify provisions related to the Company’s obligation to indemnify directors and officers to more closely track the Utah Revised Business Corporation Act; |
The Fifth A&R Bylaws also make certain other technical, conforming, modernizing and clarifying changes to the prior bylaws of the Company. The forgoing summary of the Fifth A&R Bylaws is not a complete description of the Fifth A&R Bylaws and is qualified in its entirety by reference to the Fifth A&R Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 13, 2026, the Company held its Annual Meeting. A total of 59,648,292 shares of the Company’s common stock were entitled to vote at the Annual Meeting as of March 20, 2026, the record date for the Annual Meeting, of which 52,532,073 shares were represented in person or by proxy at the Annual Meeting.
