UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

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UTAH MEDICAL PRODUCTS, INC.Utah Medical Products, Inc.
(Name of Registrant as Specified In Itsin its Charter)

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March 9, 20188, 2019

Dear UTMD Stockholder:

You are cordially invited to attend the 20182019 Annual Meeting of Stockholders of Utah Medical Products, Inc. (UTMD).  The meeting will be held promptly at 12:00 noon (Mountain time), on Friday, May 4, 20183, 2019 at the corporate offices of UTMD, 7043 South 300 West, Midvale, Utah USA.  Please use the North Entrance.

Please note that attendance at the Annual Meeting will be limited to stockholders as of the record date (or their authorized representatives) and guests of the Company.  Proof of ownership can be a copy of the enclosed proxy card.  You may wish to refer to page one of this Proxy Statement for information about voting your proxy, including voting at the Annual Meeting.

At the Annual Meeting, we seek the approval of UTMD stockholders in electing two directorsone director and ratifying the selection of an independent accounting firm.  In an advisory vote, we are also asking UTMD stockholders to approve ourUTMD’s executive compensation program.  UTMD stockholders are also asked to vote on one stockholder proposal.   If you think you will be unable to attend the meeting, please complete your proxy and return it as soon as possible.  If you decide later to attend the meeting, you may revoke the proxy and vote in person.

You have several options for obtaining UTMD'sUTMD’s public announcements and other disclosures including financial information, such as SEC Forms 10-K and 10-Q.  You can be added to the Company email or regular mail lists by contacting Crystal Rios with your email or mailing address, by sending an instruction letter to the corporate address, by calling (801-569-4109) with instructions, or by e-mailing your contact information to info@utahmed.com.  As an alternative, you can view and print Company financial and other information directly from UTMD'sUTMD’s website; http://www.utahmed.com.

Thank you for your ownership in UTMD!

Sincerely
Kevin L. Cornwell
Chairman & CEO


UTAH MEDICAL PRODUCTS, INC.
7043 South 300 West
Midvale, Utah  84047
(801) 566-1200


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 4, 20183, 2019

TO THE STOCKHOLDERS OF UTAH MEDICAL PRODUCTS, INC.

The Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of UTAH MEDICAL PRODUCTS, INC. (the "Company"“Company” or "UTMD"“UTMD”), will be held at the corporate offices of the Company, 7043 South 300 West, Midvale, Utah, on May 4, 2018,3, 2019, at 12:00 noon local time, for the following purposes:

(1)To elect two directorsone director to serve termsa term expiring at the 20212022 Annual Meeting and until successors area successor is elected and qualified;
  
(2)To ratify the selection of Jones Simkins LLCHaynie & Company as the Company'sCompany’s independent public accounting firm for the year ending December 31, 2018;2019; and
  
(3)To hold an advisory vote on the Company'sCompany’s executive compensation program; and
(4)To vote on a shareholder proposal requesting that the Company adopt a majority voting standard in uncontested director elections.program.

UTMD'sUTMD’s Board of Directors recommends a vote "FOR"“FOR” the nominated directors,director, whose backgrounds arebackground is described in the accompanying Proxy Statement, "FOR"“FOR” the ratification of Jones SimkinsHaynie & Company and in support of the Company'sCompany’s executive compensation program, and "AGAINST" the shareholder proposal.program.

Only stockholders of record at the close of business on March 2, 20181, 2019 (the "Record Date"“Record Date”), are entitled to notice of and to vote at the Annual Meeting.

This Proxy Statement and form of proxy are being first furnished to stockholders of the Company on approximately April 3, 2018.2, 2019.

THE ATTENDANCE AT AND/OR VOTE OF EACH STOCKHOLDER AT THE ANNUAL MEETING IS IMPORTANT, AND EACH STOCKHOLDER IS ENCOURAGED TO ATTEND.

BY ORDER OF THE BOARD OF DIRECTORS
 
Kevin L. Cornwell, Secretary

Salt Lake City, Utah
Dated: March 9, 20188, 2019


PLEASE PROMPTLY FILL IN, SIGN, DATE AND RETURN THE ENCLOSED PROXY, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING.

If your shares are held in the name of a third party brokerage firm, nominee, or other institution, only that third party can vote your shares.  In that case, please promptly contact the third party responsible for your account and give instructions how your shares should be voted.

TABLE OF CONTENTS


  PAGE
   
PROXY STATEMENT1
   
PROPOSAL NO. 1. ELECTION OF DIRECTORS DIRECTOR2
   
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN PERSONS4
   
EXECUTIVE OFFICER COMPENSATION5
 20172018 Summary Compensation Table5
 20172018 Grants of Equity Incentive Plan-Based Awards5
 20172018 Grants of Non-Equity Incentive Plan-Based Awards56
 Outstanding Equity Awards at 20172018 Fiscal Year End67
 20172018 Option Exercises and Stock Vested7
 20172018 Pension Benefits7
 20172018 Nonqualified Deferred Compensation7
 20172018 Director Compensation7
   
CEO PAY RATIO DISCLOSURE78
   
DISCLOSURE RESPECTING THE COMPANY'SCOMPANY’S EQUITY COMPENSATION PLANS8
   
COMPENSATION DISCUSSION AND ANALYSIS89
   
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS1314
   
BOARD OF DIRECTORS AND BOARD COMMITTEE REPORTS1314
 Stockholder Communications with Directors1517
 Report of the Compensation and Benefits Committee1617
 Report of the Audit Committee1618
   
STOCK PERFORMANCE CHART1719
   
PROPOSAL NO. 2.  RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM1819
   
PROPOSAL NO. 3.  ADVISORY VOTE ON EXECUTIVE COMPENSATION1920

 
PROPOSAL NO. 4.  SHAREHOLDER PROPOSAL REQUESTING A MAJORITY VOTING STANDARD FOR UNCONTESTED DIRECTOR ELECTIONS 19
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 4, 20183, 2019
21
   
STOCKHOLDER PROPOSALS21
   
MISCELLANEOUS21

UTAH MEDICAL PRODUCTS, INC.
PROXY STATEMENT

This Proxy Statement is furnished to stockholders of UTAH MEDICAL PRODUCTS, INC. (the "Company"“Company” or "UTMD"“UTMD”) in connection with the Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) to be held at the corporate offices of the Company, 7043 South 300 West, Midvale, Utah, on May 4, 20183, 2019 at 12:00 noon local time, and any postponement or adjournment(s) thereof.  The enclosed proxy, when properly executed and returned in a timely manner, will be voted at the Annual Meeting in accordance with the directions set forth thereon.  If the enclosed proxy is signed and timely returned without specific instructions, it will be voted at the Annual Meeting:

(1)FOR the election of Kevin L. Cornwell and Paul O. RichinsDr. Barbara A. Payne as directors;director;
  
(2)FOR the ratification of Jones Simkins LLCHaynie & Company as the Company'sCompany’s independent registered public accounting firm; and
  
(3)IN support of the Company'sCompany’s executive compensation program; and
(4)AGAINST adopting a majority voting standard in uncontested director elections.program.

The Board of Directors has approved proposals 1-3 and recommends that the stockholders vote in favor of those proposals, and against the stockholder proposal.proposals. Proxies solicited by the Company will be voted FOR proposals 1-3 unless a vote against, or an abstention from, one or more of the proposals is specifically indicated on the proxy.  If no vote, either for or against, is indicated on the proxy regarding the stockholder proposal, then a vote AGAINST will be recorded on proposal 4.

A proxy for the Annual Meeting is enclosed.  It is important that each stockholder complete, sign, date and return the enclosed proxy promptly, whether or not she/he plans to attend the Annual Meeting.  Any stockholder who executes and delivers a proxy has the right to revoke it at any time prior to its exercise by providing the Secretary of the Company with an instrument revoking the proxy or by providing the Secretary of the Company with a duly executed proxy bearing a later date.  In addition, a stockholder may revoke her/his proxy by attending the Annual Meeting and electing to vote in person.

Proxies are being solicited by the Company.  All costs and expenses incurred in connection with the solicitation will be paid by the Company.  Proxies are being solicited by mail, but in certain circumstances, officers and directors of the Company may make further solicitation in person, by telephone, email, facsimile transmission, telegraph or overnight courier.

Only holders of the 3,725,7633,722,610 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock"“Common Stock”) issued and outstanding as of the close of business on March 2, 20181, 2019 (the "Record Date"“Record Date”), will be entitled to vote at the Annual Meeting.  Each share of Common Stock is entitled to one vote.  Holders of at least a majority of the 3,725,7633,722,610 shares of Common Stock outstanding on the Record Date must be represented at the Annual Meeting to constitute a quorum for conducting business.

All properly executed and returned proxies, as well as shares represented in person at the meeting, will be counted for purposes of determining if a quorum is present, whether or not the proxies are instructed to abstain from voting or consist of broker non-votes.  Under the Utah Revised Business Corporation Act, matters other than the election of directors and certain specified extraordinary matters are approved if the number of votes cast FOR exceed the number of votes cast AGAINST. Directors will beare elected by a plurality of the votes cast.  Abstentions and broker non-votes are not counted for purposes of determining whether a matter has been approved or a director has been elected.

Executive officers and directors holding an aggregate of 326,581271,116 shares, or approximately 9%7% of the issued and outstanding stock have indicated their intent to vote in favor of proposals 1-3 and against proposal 4.1-3.
1

PROPOSAL NO. 1.  ELECTION OF DIRECTORS

General

The Company'sCompany’s Articles of Incorporation provide that the Board of Directors is divided into three classes as nearly equal in size as possible, with the term of each director being three years and until such director'sdirector’s successor is elected and qualified.  One class of the Board of Directors shall be elected each year at the annual meeting of the stockholders of the Company.  The Board of Directors has nominated Mr. Kevin L. Cornwell and Mr. Paul O. RichinsDr. Barbara A. Payne for reelection as directors, eachdirector, for a three-year term expiring at the 20212022 Annual Meeting.  The two seatsseat up for election areis uncontested, i.e. no other nominees have been submitted.  Under UTMD'sUTMD’s Bylaws, eachthe nominee will be elected by a plurality of votes cast.  Since there are no other nominees, as a practical matter, one FOR vote will elect eachthe director. However, under a policy adopted in 2018, any nominee for the board of directors receiving less than a majority of the votes cast in an uncontested election shall submit her or his resignation to the board of directors, which shall accept or decline to accept that resignation in its sole discretion.

It is intended that votes will be cast, pursuant to authority granted by the enclosed proxy, for the election of the nomineesnominee named above as directorsa director of the Company, except as otherwise specified in the proxy.  In the event a nominee shall be unable to serve, votes will be cast, pursuant to authority granted by the enclosed proxy, for such other person as may be designated by the Board of Directors. The officers of the Company are elected to serve at the pleasure of the Board of Directors.  The information concerning the nominees and other directors and their security holdings has been furnished by them to the Company.  (See "PRINCIPAL STOCKHOLDERS"“PRINCIPAL STOCKHOLDERS” below.)

Directors and Nominees

The Board of Directors' nomineesDirectors’ nominee for election as directorsdirector of the Company at the Annual Meeting are Kevin L. Cornwell and Paul O. Richins.is Barbara A. Payne.  Other members of the Board of Directors were elected at the Company's 2016Company’s 2017 and 20172018 meetings for terms of three years, and therefore, are not standing for election at the Annual Meeting.  The   term of Dr. Payne expires at the 2019 Annual Meeting, and the terms of Mr. Hoyer and Dr. Beeson expire at the 2020 Annual Meeting, the terms of Mr. Cornwell and Mr. Richins expire at the 2021 Annual Meeting. The Board of Directors has determined that Dr. Payne, Mr. Hoyer and Dr. Beeson are independent directors within the meaning of NASD Rule 5600(a)(2).  None of the directors has served on the board of another public company during the past five years. None of the directors has been a party in a legal proceeding during the past ten years related to securities, financial institutions, or fraud in connection with any business entity or agency or organization, as defined in the Exchange Act that has disciplinary authority over its members.  Background information appears below with respect to the incumbent directors whose terms have not expired, as well as the directorsdirector standing for reelection to the Board.

Name
Age
Year First Elected
Business Experience during Past Five Years and Other Information
    
Kevin L. Cornwell711993Chairman of UTMD since 1996.  President and CEO since December 1992. Secretary since 1993.  Has served in various senior operating management positions in several technology-based companies over a 40-year time span, including as a director on seven other company boards.  Received B.S. degree in Chemical Engineering from Stanford University, M.S. degree in Management Science from the Stanford Graduate School of Engineering, and MBA degree specializing in Finance and Operations Management from the Stanford Graduate School of Business. Among other personal and professional attributes, the board considers Mr. Cornwell's decades of strategic and operational experience in the medical device industry and the Company's many years of success and profitability under his guidance to be key reasons why he should continue as a member of the board.
2
Name
Age
Year  First Elected
Business Experience during Past Five Years and Other InformationAge
Year First
Elected
Business Experience during Past Five Years and Other Information
   
Kevin L. Cornwell721993Chairman of UTMD since 1996.  President and CEO since December 1992. Secretary since 1993.  Has served in various senior operating management positions in several technology-based companies over a 40-year time span, including as a director on seven other company boards.  Received B.S. degree in Chemical Engineering from Stanford University, M.S. degree in Management Science from the Stanford Graduate School of Engineering, and MBA degree specializing in Finance and Operations Management from the Stanford Graduate School of Business. Among other personal and professional attributes, the board considers Mr. Cornwell’s decades of strategic and operational experience in the medical device industry and the Company’s many years of success and profitability under his guidance to be key reasons why he should continue as a member of the board.
      
Ernst G. Hoyer801996Retired.  Chairman of the Audit Committee. Served fifteen years as General Manager of Petersen Precision Engineering Company, Redwood City, CA.  Previously served in engineering and general management positions for four technology-based companies over a 35-year time span.  Received B.S. degree in process engineering from the University of California, Berkeley, and MBA degree from the University of Santa Clara. Among other personal and professional attributes, the board considers Mr. Hoyer's experience with and understanding of manufacturing operations, along with his financial and accounting expertise, to be key reasons why he should continue as a member of the board.811996Retired.  Chairman of the Audit Committee. Served fifteen years as General Manager of Petersen Precision Engineering Company, Redwood City, CA.  Previously served in engineering and general management positions for four technology-based companies over a 35-year time span.  Received B.S. degree in process engineering from the University of California, Berkeley, and MBA degree from the University of Santa Clara. Among other personal and professional attributes, the board considers Mr. Hoyer’s experience with and understanding of manufacturing operations, along with his financial and accounting expertise, to be key reasons why he should continue as a member of the board.
      
Barbara A. Payne711997Retired.  Served over eighteen years as corporate research scientist for a Fortune 50 firm, as an environmental scientist at a national laboratory and as a consulting environmental sociologist.  Received B.A. degree in psychology from Stanford University, M.A. degree from Cornell University, and M.A. and Ph.D. degrees in sociology from Stanford University. Among other personal and professional attributes, the board considers Dr. Payne's experience with and understanding of scientific research, her expertise in helping develop organizational excellence and her understanding of UTMD to be key reasons why she should continue as a member of the board.721997Retired.  Served over eighteen years as corporate research scientist for a Fortune 50 firm, as an environmental scientist at a national laboratory and as a consulting environmental sociologist.  Received B.A. degree in psychology from Stanford University, M.A. degree from Cornell University, and M.A. and Ph.D. degrees in sociology from Stanford University. Among other personal and professional attributes, the board considers Dr. Payne’s experience with and understanding of scientific research, her expertise in helping develop organizational excellence and her understanding of UTMD to be key reasons why she should continue as a member of the board.
      
James H. Beeson762007
Retired. Maternal-Fetal Medicine Physician, St. Joseph Medical Center, Houston, Texas. Professor of Maternal-Fetal Medicine at the McGovern Medical School at the University of Texas Health Science Center at Houston. Received B.S. degree in Chemistry from Indiana University, Ph.D. degree in Organic Chemistry from M.I.T., MBA from Michigan State University, and  MD from the University of Chicago Pritzker School of Medicine. Served four year residency in Ob/Gyn at Chicago Lying-In Hospital, a fellowship in maternal-fetal medicine at the University of Utah and has actively practiced Obstetrics and Gynecology for over 35 years. Currently licensed to practice medicine in the states of Utah, Oklahoma and Texas.  Has published numerous articles and other technical papers. Has industrial experience in product development of in vitro diagnostics at the Ames Company division of Miles Laboratory (now Bayer).  Among other personal and professional attributes, the board considers Dr. Beeson's experience as an Ob/Gyn physician as well as his general understanding of clinical practice and healthcare delivery to be key reasons why he should continue as a member of the board.
772007
Retired. Maternal-Fetal Medicine Physician, St. Joseph Medical Center, Houston, Texas. Professor of Maternal-Fetal Medicine at the McGovern Medical School at the University of Texas Health Science Center at Houston. Received B.S. degree in Chemistry from Indiana University, Ph.D. degree in Organic Chemistry from M.I.T., MBA from Michigan State University, and MD from the University of Chicago Pritzker School of Medicine. Served four year residency in Ob/Gyn at Chicago Lying-In Hospital, a fellowship in maternal-fetal medicine at the University of Utah and has actively practiced Obstetrics and Gynecology for over 35 years. Currently licensed to practice medicine in the states of Utah, Oklahoma and Texas.  Has published numerous articles and other technical papers. Has industrial experience in product development of in vitro diagnostics at the Ames Company division of Miles Laboratory (now Bayer).  Among other personal and professional attributes, the board considers Dr. Beeson’s experience as an Ob/Gyn physician as well as his general understanding of clinical practice and healthcare delivery to be key reasons why he should continue as a member of the board.
      
Paul O. Richins571998Retiring.  Chief Administrative Officer of UTMD from 1997 to 2018.  Treasurer and Assistant Secretary from 1994 to 2018.  Joined UTMD in 1990.  Received B.S. degree in finance from Weber State University, and MBA degree from Pepperdine University.  Among other personal and professional attributes, the board considers Mr. Richins' twenty-eight years of experience with the Company and his successful tenure as Principal Financial Officer and Manager of Stockholder Relations to be key reasons he should continue as a member of the board.581998Retired. Chief Administrative Officer of UTMD from 1997 to 2018.  UTMD Treasurer and Assistant Secretary from 1994 to 2018.  Received B.S. degree in finance from Weber State University, and MBA degree from Pepperdine University.  Among other personal and professional attributes, the board considers Mr. Richins’ twenty-eight years of experience with the Company and his successful tenure as Principal Financial Officer and Manager of Stockholder Relations to be key reasons he should continue as a member of the board.

Code of Ethics

The Company has adopted a Code of Ethics specifically for its Board of Directors.  The Company also has a Code of Conduct that applies to all of its employees, including its named executive officers, principal financial officer and Board of Directors. The Code of Ethics and Code of Conduct are available on the Company'sCompany’s website, www.utahmed.com.

3

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN PERSONS
PERSONS

The following table furnishes information concerning the ownership of the Company'sCompany’s Common Stock as of March 2, 2018,1, 2019, by the directors, the nominees for director, the executive officers named in the compensation tables on page 5, all directors and executive officers as a group, and those known by the Company to own beneficially more than 5% of the Company'sCompany’s outstanding Common Stock as of December 31, 2017.2018.

Name
Nature of Ownership
 
Number of
Shares
Owned
  Percent 
        
Principal Stockholders       
FMR LLCDirect  521,089   14.0%
82 Devonshire Street         
Boston, Massachusetts  02109         
          
T. Rowe Price Associates, Inc.Direct  289,562   7.8%
100 East Pratt Street         
Baltimore, Maryland  21202-1009         
          
Renaissance Technologies LLCDirect  212,200   5.7%
800 Third Ave         
New York, New York 10022         
Directors and Executive Officers       
Kevin L. Cornwell (1)
Direct  240,526   6.5%
Ernst G. Hoyer (1)(2)(3)(4)
Direct  20,000   0.5%
Barbara A. Payne (2)(3)(4)
Direct  28,838   0.8%
Paul O. RichinsDirect  24,092   0.6%
 Options  1,000   0.0%
 Total  25,092   0.7%
James H. Beeson (2)(3)(4)
Direct  13,125   0.4%
All executive officers andDirect  326,581   8.8%
directors as a group (5 persons)Options  1,000   0.0%
 Total  327,581   8.8 %
Name
 Nature of Ownership 
Number
of Shares
Owned
  Percent 
Principal Stockholders       
FMR LLC Direct  477,007   12.8%
245 Summer Street         
Boston, Massachusetts  02210         
          
T. Rowe Price Associates, Inc. Direct  292,592   7.9%
100 East Pratt Street         
Baltimore, Maryland  21202-1009         
          
Renaissance Technologies LLC Direct  239,214   6.4%
800 Third Ave         
New York, New York 10022 





  
          
Lazard Asset Management LLC         
30 Rockefeller Plaza         
New York, NY  10112
Direct  187,162   5.0%

Directors and Executive Officers
       
Kevin L. Cornwell (1)Direct  202,992   5.5%
          
Ernst G. Hoyer (1)(2)(3)(4)Direct  10,000   0.3%
          
Barbara A. Payne (2)(3)(4)Direct  19,838   0.5%
          
Paul O. Richins(2)(3)Direct  24,254   0.7%

Options  62   0.0%

Total  24,316   0.7%
          
James H. Beeson (2)(4)Direct  13,125   0.4%
          
Brian L. KoopmanDirect  
907
   
0.0
%
 Options  2,348
   0.1
%
 Total  3,255
   0.1
%
          
All executive officers and directorsDirect  271,116   7.3
%
  as a group (5 persons)Options  2,410
   0.1
%

Total  273,526   7.3%

(1)Executive Committee member
(2)Audit Committee member
(3)Governance and Nominating Committee member
(4)Compensation and Benefits Committee member

In the previous table, shares owned directly by directors and executive officers are owned beneficially and of record, and such record stockholder has sole voting, investment and dispositive power. Calculations of percentage of shares outstanding assumes the exercise of options to which the percentage relates.  Percentages calculated for totals assume the exercise of options comprising such totals.
4

Section 16(a) Beneficial Ownership Reporting Requirements

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company'sCompany’s directors and executive officers, and persons who own more than 10% of a registered class of the Company'sCompany’s equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of equity securities of the Company.  Officers, directors and greater than 10% stockholders are required to furnish the Company with copies of all Section 16(a) forms they file.

To the Company'sCompany’s knowledge, based solely on review of the copies of such reports furnished to the Company, all Section 16(a) requirements applicable to persons who were officers, directors and greater than 10% stockholders during the preceding fiscal year were complied with.

4

EXECUTIVE OFFICER COMPENSATION

The following table sets forth, for the last three fiscal years, compensation received by the Company'sCompany’s Chief Executive Officer and Principal Financial Officer.  There are no other named executive officers.

2017 Summary Compensation Table                   
                    
Name and Principal PositionYear 
Salary
($)
  
Bonus
($)
  
Option
Awards
($)
  
Non-equity
Incentive Plan Compensation
($)
  
All
Other
Compensation
($)
  
Total
($)
 
Kevin L. Cornwell2017  156,000   --   --   338,100   7,080   501,180 
   Chairman & CEO2016  156,000   --   --   282,450   7,460   445,910 
 2015  234,000   --   --   274,050   6,960   515,010 
                     
Paul O. Richins2017  118,507   --   --   24,292   3,931   146,730 
  VP & Principal Financial2016  116,678   --   --   20,293   3,876   140,847 
   Officer2015  114,681   --   --   19,690   3,810   138,181 
2018 Summary Compensation Table


Name and Principal Position
Year
Salary
($)
Bonus
($)
Option
Awards
($)
Non-equity
Incentive Plan
Compensation
($)
All
Other
Compensation
($)
Total
($)
Kevin L. Cornwell2018156,000----338,1007,200501,300
 Chairman & CEO2017 156,000 -- -- 338,100 7,080 501,180
 2016 156,000 -- -- 282,450 7,460 445,910
        
Paul O. Richins 
201839,827------1,70241,529
 VP & Principal Financial Officer2017 118,507 -- -- 24,292 3,931 146,730
 2016116,678----20,2933,876140,847
        
Brian L. Koopman2018103,141----13,8143,388120,343
  Principal Financial Officer       

Narrative disclosure to the Summary Compensation Table:

1.Mr. Richins will retireretired from active employment on April 2, 2018.  The Board of Directors has appointed Brian Koopman, who has served as UTMD'sUTMD’s Controller since 2006, to replace Mr. Richins as UTMD'sUTMD’s Principal Financial Officer.
  
2.Amounts included in All Other Compensation represent the aggregate total of Company 401(k) matching contributions, Company Section 125 matching contributions, and reimbursements under UTMD'sUTMD’s pet insurance plan to each named executive officer, all of which are benefits available to regular full-time employees.  During 2018,2020, each named executive officer will be eligible to receive payment of eligible medical expenses under the employee Health Plan, up to $6,600 in 401(k) matching contributions, up to $500 in pet health cost reimbursements and up to $600 in matching Section 125 matching contributions.
  
3.Medical, dental and vision expenses paid under the Company'sCompany’s Health Plan, which are available to regular full-time employees, are not included in the above table.
  
4.Non-equity Incentive Plan Compensation amounts, as described in more detail starting on page 10 under Bonuses were paid in early February of the applicable following calendar year, representing Management Bonuses earned during the fiscal year reported.

20172018 Grants of Equity Incentive Plan-Based Awards

NoMr. Koopman received a 2018 stock option award for 1,600 shares.  No other awards were made in 20172018 to any of the named executive officers listed in the Summary Compensation Table, or are currently planned for 2018.Table.  The Company'sCompany’s only equity incentive plan is its 2013 Employees'Employees’ and Directors'Directors’ Incentive Plan, under which noa total of 22,400 option awards were issued in 2017.2018 to 45 employees.

2017
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2018 Grants of Non-Equity Incentive Plan-Based Awards

Named Executive Officers participated in the Profit-Sharing Management Bonus (MB) Plan, (MB Plan), generally available to all exempt, as well as key nonexempt, employees.  The structure of the performance-based MB Plan is described in the following Compensation Discussion and Analysis.  The 20172018 awards under the MB Plan to the named executive officers were recommended by the Compensation and Benefits Committee in early 2018,2019, after the independent audit of financial results had been concluded.  The awards were subsequently approved by the Board of Directors. The structure of the MB Plan remains the same for 2018.2019.

Additional disclosure regarding executive and employee compensation

The Compensation and Benefits Committee establishes the criteria, and directs the implementation, of all compensation program elements for the CEO.  The CEO'sCEO’s base salary is set early in each calendar year by the Board of Directors after review of the recommendation of the Compensation and Benefits Committee.  Mr. Cornwell'sCornwell’s base salary in 20182019 will be $156,000, the same as in 2018 and 2017. The annual MB paid to Mr. Cornwell in early 20182019 for 20172018 performance represented 67% of his total 20172018 compensation.  Mr. Cornwell's 2017Cornwell’s 2018 MB was 19.7% higher thanthe same as in 2016.2017. In 2017,2018, the Company'sCompany’s consolidated EBT prior to accrual of the annual MB was up 18%2%. The MB, based by formula on 5% of the Company'sCompany’s EBT plus a 10% kicker for growth in EBT, was up 19.7%the same in 2018 as in 2017 for participants who had met their objectives for the year. NI was up 21% and EPS were up 22% (excluding the REPAT tax provision increase in 2017 and the tax provision reductions in both 2017 and 2016 resulting from deferred tax liability adjustments). As in prior years, Mr. Cornwell'sCornwell’s MB was consistent with other participants in the MB Plan.
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For all other employees, in collaboration with the other executive officer(s), the CEO develops compensation policies, plans and programs that are intended to meet the objectives of the Company'sCompany’s overall compensation program. The Compensation and Benefits Committee annually reviews and approves the elements of the compensation program recommended by the CEO. In addition, the committee periodically reviews any proposed changes within a calendar year. The compensation of employees other than the CEO, including other named executive officer(s), is administered by the CEO under the review and ratification of the Compensation and Benefits Committee comprised of all the independent directors. All UTMD employees, including employees of its subsidiaries, received profit-sharing bonuses for 20172018 performance.
Mr. Richins' base salary at the beginning of 2018 was $119,000.  Mr. Richins' MB, which was 17% of his total compensation in 2017, increased 19.7% compared to 2016, consistent with other participants in the MB Plan.
Employment Agreements, Termination of Employment, and Change in Control.
Except for Mr. Cornwell, the Company has no employment agreements in the United States.  In Ireland and Canada, UTMD is subject to providing certain statutory advance notice and severance benefits to its employees in the event of redundancy termination.  In the United Kingdom (UK) and Australia (AUS), Femcare has employment agreements with each of its employees that typically include a three month termination notice or pay in lieu of notice.
In May 1998, the Company entered into an agreement with the CEO to provide a long term incentive to increase stockholder value.  The Company is required to pay Mr. Cornwell additional compensation in the event his employment is terminated as a result of a change in control at the election of the Company or by the mutual agreement of Mr. Cornwell and the Company.  Under the agreement, the additional compensation that the Company is required to pay Mr. Cornwell is equal to his last three years'years’ salary and bonuses. Based on actual salary plus bonuses for the three years of 2015-2017,2016-2018, the additional compensation would be $1,445,900.$1,426,650.
In the event of a change in control, the Company will also pay Mr. Cornwell incentive compensation under the agreement equal to about 2% of the enterprise value paid by an acquiring entity that exceeds $14.00 per share.  For example, at the $81.40$83.08 per share closing price at the end of 2017,2018, the amount of incentive compensation in the event of an acquisition of UTMD would be $5,055,000.$5,181,000.  At the time of the execution of the agreement, the value per UTMD share was $7.75.
Except for statutory notice, or payment in lieu provisions in UK employee contracts, UTMD'sUTMD’s CEO is the only employee with a formal termination benefit agreement, which was last modified in 1998. The Board of Directors does not anticipate the need for any other agreements for the indefinite future.  In the absence of any practical requirement, UTMD has no general policies regarding termination benefits.
The Company is also required to pay all optionees under employee and outside director'sdirector’s option plans, the appreciation of stock value for awarded options above the option exercise price ("(“in the money"money”) in the event of a change of control of the Company.  The number of options outstanding as of December 31, 2017,2018, was 54,34061,018 at an average exercise price of $45.50/$56.78/ share.  At the year-end 20172018 per share closing price of $81.40,$83.08, the amount of change of control pay due all optionees would be $1,951,000.$1,604,651.

6
Outstanding Equity Awards at 20172018 Fiscal Year End

 Option Awards Option Awards
 
Number of Securities Underlying Unexercised Options
(#)
  
Number of Securities
Underlying Unexercised Options
(#)
  
Option Exercise Price
($)
 Option Expiration Date 
Number of
Securities
Underlying Unexercised
 Options
(#)
  
Number of
Securities
Underlying Unexercised
Options
(#)
  
Option
Exercise Price
($)
 
Option
 Expiration Date
Named Executive Officer Exercisable  Unexercisable  Exercisable  Unexercisable 
Paul O. Richins  875   125   50.72 5/6/2024
Brian L. Koopman  62   0   49.18   5/8/2024
  250   437   58.50  11/8/2026
  0   1600   74.64  12/24/2028

The Company has no outstanding Stock Awards.
6

20172018 Option Exercises and Stock Vested

No stockMr. Richins exercised 938 option exercises were madeshares in 2017 by any2018, with 501 shares immediately being retired as a result of trading the shares in payment of the named executive officers listedexercise price of the options.  Mr. Koopman exercised 438 option shares in 2018, with 246 shares immediately being retired as a result of trading the Summary Compensation Table.shares in payment of the exercise price of the options. The Company has made no Stock Awards.

20172018 Pension Benefits

The Company does not provide a defined benefit pension plan to any employee.

20172018 Nonqualified Deferred Compensation

The Company does not provide nonqualified deferred compensation to any employee.

20172018 Outside Director Compensation

Name 
Fees Earned or Paid in Cash
($)
  
Stock Awards
($)
  
Option Awards
($)
  
All Other Compensation
($)
  
Total
($)
  
Fees Earned
or Paid in Cash
($)
  
Stock Awards
($)
  
Option Awards
($)
  
All Other Compensation
($)
  
Total
($)
 
James Beeson  25,000   --   --   --   25,000   25,000   --   --   --   25,000 
Ernst Hoyer  32,000   --   --   --   32,000   32,000   --   --   --   32,000 
Barbara Payne  25,000   --   --   --   25,000   25,000   --   --   --   25,000 
Paul Richins  18,750               18,750 

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Directors of UTMD and/or its corporate subsidiaries who are also employees do not receive a separate director’s fee.

Narrative disclosure to the Outside Director Compensation Table:

1.Mr. Hoyer received $4,000 for participating as a member of the Executive Committee, $3,000 as Chairman of the Audit Committee and $25,000 as the base annual director'soutside director’s fee.
2.Dr. Beeson received the $25,000 base annual director'soutside director’s fee.
3.Dr. Payne received the $25,000 base annual director'soutside director’s fee.
4.For 2018, the outside directors' fees will remain the same. If re-elected to the Board at the Annual Meeting,After termination of employment, Mr. Richins is expected to receive $18,750 during 2018received 75% of the annual base outside director’s fee for service as an outside director following his retirement as an officer of the Company.retirement.

At the 2003 Annual Meeting, stockholders approved the 2003 Employees'Employees’ and Directors'Directors’ Incentive Plan, under which up to 1.2 million shares could have been granted over the ten-year life of the plan. The Board of Directors did not approve an award of outside director options in the three preceding years 2000-2002, or in the ensuing years of 2004-2017, except for a 10,000 share award to Dr. Beeson upon joining the board in 2007 and an ensuing 10,000 share award to Dr. Beeson in 2008.  The 2003 Plan expired in February 2013.

At the 2013 Annual Meeting, stockholders approved the 2013 Employees'Employees’ and Directors'Directors’ Incentive Plan, under which up to 600,000 shares may be granted over the ten-year life of the plan.

At December 31, 2017, no2018, sixty-two unexercised outside director options were outstanding.

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CEO PAY RATIO DISCLOSURE

The median annual total compensation of all employees of the Company in 2017,2018, other than Mr. Cornwell, was $32,288. As noted above,$33,790.  Mr. Cornwell'sCornwell’s total annual compensation in 20172018 was $501,180.$501,300. The ratio of these two amounts is 1:1615.

To identify the median employee, UTMD compared annual base pay, rates, as of December 5, 2017,31, 2018, for all of its employees excluding the CEO, wherever they reside in the world. In addition to the United States, the Company has employees in the United Kingdom, Ireland, Australia and Canada. Employee pay rates in foreign currencies were converted to U.S. Dollars using exchange rates on December 5, 2017.31, 2018.  The median annual pay rate was identified and that employee'semployee’s total annual compensation in 20172018 was subsequently calculated using the same methodology as that used for calculating Mr. Cornwell'sCornwell’s compensation as shown in the 20172018 Summary Compensation table.
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DISCLOSURE RESPECTING THE COMPANY'SCOMPANY’S EQUITY COMPENSATION PLANS

The following table summarizes, as of the end of the most recent fiscal year, compensation plans, including individual compensation arrangements, under which equity securities of the Company are authorized for issuance, aggregated for all compensation plans previously approved by stockholders and for all plans not previously approved by stockholders:

Plan Category
 
Number of Securities To Be Issued upon Exercise of Outstanding Options, Warrants and Rights
(a)
  
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(b)
  
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a))
(c)
  
Number of
Securities To Be Issued upon
Exercise of Outstanding Options,
Warrants
and Rights
(a)
  
Weighted-Average Exercise
Price of
Outstanding Options,
Warrants
and Rights
(b)
  
Number of
Securities
Remaining
Available for
Future Issuance under Equity Compensation
Plans (excluding securities
reflected in
column (a))
(c)
 
                  
Equity compensation plans approved by security holders  
54,340
  $45.50   
191,300
   61,018  $56.78   530,600 
Equity compensation plans not approved by security holders  -  (Not applicable)     -   -  
(Not applicable)
   - 
Total  54,340  $45.50   191,300   61,018  $56.78   530,600 

Additional disclosure regarding dilution from equity awards:

In 2003 and 2013, stockholders approved incentive stock option plans for employees and directors summarized in the table above.  The Company currently has no other equity award programs.  The dilutive impact to stockholders of stock option awards is provided in the tables below:

 2015  2016  2017  2016  2017  2018 
Option shares available for award per stockholder approved option plans (beginning of year)  163,000   216,800   241,300   216,800   241,300   303,000 
Option shares allocated by the Board of Directors  12,000   40,000   40,000   40,000   40,000   40,000 
Total option shares awarded  0   28,000   0   28,000   0   22,400 

  2016  2017  2018 
Total unexercised awarded option shares (end of year)  74,672   54,340   61,018 
Weighted-average unexercised option exercise price $46.62  $45.50  $56.78 
Closing market price of UTMD stock per share (end of year) $72.75  $81.40  $83.08 
(A) Dilution from options (shares)  14,634   19,430   18,344 
(B) Weighted average shares outstanding  3,751,395   3,717,492   3,730,303 
Total diluted shares outstanding (A+B), used for EPS calculation  3,766,029   3,736,922   3,748,647 


  2015  2016  2017 
Total unexercised awarded option shares (end of year)  62,058   74,672   54,340 
Weighted-average unexercised option exercise price $38.69  $46.62  $45.50 
Closing market price of UTMD stock per share (end of year) $58.54  $72.75  $81.40 
(A) Dilution from options (shares)  19,393   14,634   19,430 
(B) Weighted average shares outstanding  3,752,265   3,751,395   
3,717,492
 
Total diluted shares outstanding (A+B), used for EPS calculation  3,771,657   3,766,029   3,736,922 

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COMPENSATION DISCUSSION AND ANALYSIS

General

Under the supervision of the Compensation and Benefits Committee, UTMD has developed and implemented compensation policies, plans and programs that seek to enhance the long-term profitability, EPS growth and return on stockholders'stockholders’ equity (ROE) of the Company, and thus stockholder value, by aligning closely the financial interests of the Company'sCompany’s senior management and other key employees with those of its stockholders.  The long term key financial performance objectives are a 15% annually compounded rate of increase in EPS and an average ROE prior to payment of cash dividends greater than 25%20%.  The Company has actually achieved a 15% annually compounded rate of increase in EPS and an average of 28% ROE (prior to payment of stockholder dividends) over the thirty-onethirty-two years since 1986, its first year of profitability since becoming a publicly-traded company.
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At the beginning of each year, the Board of Directors approves an operating plan which sets the standards for the Company'sCompany’s financial and nonfinancial performance.  The performance each year may vary according to global economic conditions, competitive environment, life cycle of products, new product development, manufacturing costs and other factors.  The Compensation and Benefits Committee then approves compensation criteria set in relation to the Company'sCompany’s annual operating plan which includes numerous income statement, balance sheet and cash flow measures, in addition to nonfinancial objectives established for each employee participating in the annual MB program.

The Company applies a consistent philosophy to compensation for all employees, including senior management.  The philosophy is based on the premise that the achievements of the Company result from the coordinated efforts of all individual employees working toward common objectives.  The Company strives to achieve those objectives through teamwork that is focused on meeting the needs and expectations of customers and stockholders.

The Company believes that its compensation policies, in particular its profit-sharing management bonusMB program and employee stock option awards, align key employee compensation with stockholder interest in creating longer term stockholder value and consistent profitability.  There are no compensation programs or policies that create risks that are reasonably likely to have a material adverse effect on the Company.

There are seven basic objectives for the Company'sCompany’s compensation program:

(1) Pay for Performance.  The basic philosophy is that rewards are provided for the long-term value of individual contribution and performance to the Company.  Rewards are both recurring (e.g., base salary) and non-recurring (e.g., bonuses), and both financial and non-financial (e.g., recognition and time off).

(2) Provide for Fairness and Consistency in the Administration of Pay.  Compensation is based on the value of the job, what each individual brings to the job, and how well each individual performs on the job, consistently applied across all functions and subsidiaries of the Company.

(3) Pay Competitively.  The Company believes it needs to attract and retain the best people in the industry in order to achieve one of the best performance records in the industry.  In doing so, the Company needs to be perceived as rewarding well, where competitive compensation includes the total package of base pay, bonuses, awards and other benefits.

(4) Conduct an Effective Performance Review Process.  The Company believes it needs to encourage individual employee growth and candidly review each individual'sindividual’s performance in a timely way.  This feedback process is bilateral, providing management with an evaluation of the Company through the eyes of its employees.

(5) Effectively Plan and Administer the Compensation Program.  Expenditures for employee compensation must be managed to what the Company can afford and in a way that meets management goals for overall performance and return on stockholder equity.

(6) Communicate Effectively.  The Company believes that an effective communication process must be employed to assure that its employees understand how compensation objectives are being administered and met.

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(7) Meet All Legal Requirements.  The compensation program must conform to all state and federalstatutory employment laws and rules.

The Company uses essentially five vehicles in its compensation program.

(1) Salary.  UTMD sets base salaries by reviewing the aggregate of base salary and annual  bonusMB for competitive positions in the market.  The CEO'sCEO’s base salary is set early in each calendar year by the Board of Directors.  Because UTMD is a small company where responsibilities are fluid and cross functional lines, there may not be a one for one comparison with other companies'companies’ job positions.  Based on the knowledge and experience of members of senior management and the Compensation and Benefits Committee, base salaries are fixed at levels somewhat below the competitive amounts paid to management with comparable qualifications, experience and responsibilities at other similarly profitable companies engaged in the same or similar businesses.  Then, annual bonuses and longer term incentive compensation are more highly leveraged and tied closely to the Company'sCompany’s success in achieving significant financial and non-financial goalsgoals.
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(2) Bonuses.  UTMD'sUTMD’s Profit-Sharing Management Bonus (MB) Plan, which funds annual management bonuses, along with other contemporaneous incentives during the year, is generated out of a pretax/prebonus profit-sharing pool accrued throughout the year, and finalized, where the annual bonusMB portion is concerned, after the year-end independent financial audit has been completed.  Prior to 2006, the Board of Directors had approved an accrual guideline of 4% of pretax, prebonus earnings, plus 10% of pretax, prebonus earnings improvements over the prior year'syear’s results, as an allocation for the plan.  For example, if the Company achieved 20% growth in pretax/prebonus accrual earnings, the MB Plan would accrue 6% of pretax, prebonus earnings during the applicable year into a "pool."“pool.”  The pool would then be distributed after the completed independent audit after recommendation of the Compensation and Benefits Committee and approval by the Board.  Beginning in 2006, although the mechanism for the MB Plan remains unchanged, in order to compensate for the decrease in the number of option shares granted key employees (as the result of the requirement to expense the estimated "value"“value” of options), the Board of Directors increased the base percent of the annual Management Bonus accrual formula from 4% to 5% of pretax/prebonus profits, and, except for the CEO, added an additional bonus inflating factor ranging from 7-15%.

UTMD'sUTMD’s management personnel, beginning with the first level of supervision and professional management, and including certain non-management specialists and technical people, together with all direct sales representatives, are eligible as participants in the MB Plan.  At the beginning of the year, plan participants were generally awarded participation units in the bonus plan, proportional to base salary and responsibility, based on senior management'smanagement’s determination of the relative contribution expected from each person toward attaining Company goals.  Each individual'sindividual’s performance objectives, derived as the applicable contribution needed from that key employee to achieve the Company'sCompany’s overall business plan for the year, are available for review as needed by the Committee.  As part of the planning process, each eligible employee develops a set of measurable and dated objectives for the ensuing year.  Achieving the Company'sCompany’s plan sets an expected value per bonus unit.  After the end of the year, each individual participant'sparticipant’s contribution to the Company'sCompany’s performance is assessed by senior management in order to determine an additional allocation of units for individual contributions, with the accomplishment of the beginning of year objectives as a key component.  Because of the Company's outstandingCompany’s excellent performance in 2017,2018, all employees of the Company participated in the distribution of a $695,000$671,000 annual MB Plan payout, not including payroll taxes.  The MB Plan also funded $45,000$44,000 in payroll taxes resulting from bonuses, $9,100$8,000 in extraordinary bonuses paid contemporaneously to non-executive employees during the year, $13,900$12,700 in non-exempt employee attendance bonuses, $10,300$500 for special education programs and $6,800 for holiday gifts$30,000 to employees.help subsidize the cost of the U.S. employee medical plan.

The Company makes occasional cash awards, in amounts determined on an individual basis, to employees who make extraordinary contributions to the performance of the Company at any time during the year.  These contemporaneous payments are made as frequently as possible to recognize excellent accomplishments when they occur.  The awards are funded from the accrued MB plan described above, and therefore do not otherwise impact the Company'sCompany’s financial performance. Senior management is not eligible for these awards.

(3) Employee Stock Options.  The Compensation and Benefits Committee believes that its awards of stock options have successfully focused the Company'sCompany’s management personnel on building profitability and stockholder value.  The Board of Directors considers this policy highly contributory to growth in future stockholder value.  The number of options awarded in 20162018 reflects the judgment of the Board of the number of options sufficient to constitute a material, recognizable benefit to recipients. No explicit formula criteria are utilized, other than minimizing dilution to stockholder interests and the impact on earnings per share for option expense.  When taken together with the share repurchase program, the net result of the option program over the last twentytwenty-five years has been awarding option shares to key employees at a higher price, and in substantially smaller amounts, than shares actually repurchased in the open market during the same time period.

11
At the 2003 Annual Meeting, stockholders approved the 2003 Employees'Employees’ and Directors'Directors’ Incentive Plan, under which up to 1.2 million shares could have been granted over the ten-year life of the plan.  During the same period of time that 153,000 (uncancelled) option shares were granted to employees under the 2003 Plan, UTMD repurchased 1.4 million of its shares in the open market.  As of December 31, 2017, 16,4002018, 11,624 unexercised option shares remained outstanding under the 2003 Plan.

At the 2013 Annual Meeting, stockholders approved the 2013 Employees'Employees’ and Directors'Directors’ Incentive Plan, under which up to 600,000 shares may be granted over the ten-year life of the plan.  As of December 31, 2017, 38,0002018, 49,394 unexercised option shares were outstanding under the 2013 Plan.

After the first five years of the ten year plan approved by stockholders in 2013, the plan allowed 350,000 shares cumulatively available for grant out of the 600,000 total.  In the first five years of the plan, UTMD awarded 89,400 option shares at an average exercise price of $58.48 per share.  (As an aside, 20,042 option shares of the 89,400 awarded have been cancelled as the result of employees leaving the Company prior to vesting in the right to exercise.) During the same five years, UTMD repurchased 100,207 shares in the open market at an average price including commissions and fees of $57.81/ share.  In other words, UTMD has repurchased more shares at a lower price per share than it has “sold” in the form of option awards under the 2013 plan. In combination with share repurchases, the plan has been non-dilutive to stockholders while providing a substantial incentive to key employees.

After the conclusion of the annual independent audit and public announcement of financial results, the Board of Directors typically allocates an annual amount of shares for employee options each year at its regularly scheduled Board meeting following the audited close of the prior year'syear’s financial performance.  Option shares may be awarded on this same date at the closing price on the date of the meeting.  Some number of allocatedAllocated shares are usually reserved for awards later in the year to employees, including new or key employees with increased responsibilities. The Compensation and Benefits Committee approves all awards, and the closing price on the date of the approval is the exercise price of the option shares.  According to policy, awards are not made in advance of material news events, or when material non-public information is known.
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No option awards were made in 2017. In November 2016,December 2018, option awards were granted to 4145 U.S., Ireland, UK, Canada and Australia employees to purchase a total of 28,00022,400 shares at an exercise price of $58.50$74.64 per share. 11,450Five hundred of thosethe 2018 awarded shares have been cancelled as of March 2018.2019.

Employee and director options vest over a four-year period, with a ten-year exercise period.period as long as the employee remains employed.  Management expects to recommend additional options be awarded on an annual basis to the Company'sCompany’s key employees based on its belief that sharing ownership of the Company with those who help create its success is the best way to assure growth in stockholder value.

(4) Retirement Plans.  The Company has sponsored a 401(k) retirement plan for U.S. employees since 1985, a contributory retirement plan for Irish employees since 1998, a contributory retirement plan for Femcare UK employees since 2011, a contributory retirement plan for Femcare Australia employees since 2013, and a contributory retirement plan for Femcare Canada employees since 2017. In addition to meeting statutory requirements, the Compensation and Benefits Committee believes that a continuance of the retirement plans is consistent with ensuring a stable employment base by helping to provide Company employees with a vehicle to build long-term financial security.  In 2017,2018, the Company contributed and paid administrative costs at a total expense, including all of its subsidiaries, of $159,000.$176,000.  For 2018,2019, the Board of Directors has approved continuing the retirement plan contributions on the same basis as in 2017.2018.

(5) Group Benefit Plans.  In the U.S., the Company provides group medical, dental and life insurance benefit plans for its employees.  For U.S. employees, the health benefits plan is consistent with self-funded group plans offered by other companies.  The portion of the monthly premium cost is paid by U.S. plan participants on a graduated scale so that higher paid employees pay a higher premium.  In Ireland, the UK, Canada and Australia, employees do not pay premiums, and are provided medical and life coverages consistent with benefits provided to employees of similar companies.

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Structure for Executive Officer Compensation

The structure and activities of the Compensation and Benefits Committee meet the requirements of SEC Rule 10C-1, as mandated by Section 952 of the Dodd-Frank Act.  In regard to Item 407 of Regulation S-K, in 2017 and to-date in 2018, the company has not retained or obtained the advice of a compensation advisor.

Utilizing the compensation objectives and vehicles outlined previously, the Compensation and Benefits Committee, comprised of all three outside directors, establishes the annual base salary for the CEO.  All other employees'employees’ salaries are set by the CEO, and reviewed by the Committee for consistency with the Company'sCompany’s compensation objectives.  The Committee periodically uses surveys of similar companies selected from among the companies with which UTMD'sUTMD’s stock is compared in the Stock Performance Chart, based on variations in industry type, geographic location, size, and profitability as the Committee deems appropriate.  Base salary is fixed at a level somewhat below the competitive amounts paid to executive officers with comparable qualifications, experience and responsibilities at other similarly sized companies engaged in the same or similar businesses.  The annual bonusMB and long-term incentive compensation in the form of stock options were more highly leveraged and tied closely to the Company'sCompany’s success in achieving significant financial and non-financial goals.

The annual bonusesMB for the named executive officers are awarded using the same basis as all employees included in the annual profit-sharing MB Plan, except a bonus inflating factor related to stock option awards is not included for the CEO. The goals for executive officers include financial and non-financial goals.  Financial goals include net sales, gross profit margin, operating margin, EBITDA, after-tax profits, return on equity and earnings per share.  Non-financial goals include continuing the development of a talented and motivated team of employees, conceiving and implementing programs to maintain competitive advantages and to achieve consistent earnings per share growth, reacting to competitive challenges, developing business initiatives to further support critical mass in a consolidating marketplace, promoting the Company'sCompany’s participation in socially responsible programs, protecting intellectual property rights, maintaining compliance with regulatory requirements, achieving a high regard for the integrity of the Company and its management, and minimizing issues that represent significant business risk factors such as overly burdensome administrative programs and product liability exposure.  In 2017,2018, UTMD exceeded its beginning of year financial objectives.  Based primarily on the Company's 18%Company’s 2% higher pretax/prebonus profit, annual management bonuses were 19.7% higherthe same as in 2017 for the same level of responsibility and contribution of employees regularly participating in the MB plan.
11 The 2% EBT increase offset the added MB growth factor in 2017.

The Committee intends that stock options serve as an important component of executive officers'officers’ total compensation in order to retain critical efforts on behalf of the Company and to focus efforts on enhancing stockholder value.  The Committee believes that past option awards have successfully provided this incentive.  An option for 50,000 shares was awarded the CEO in January 2004, at an exercise price of $25.59 per share.  Except for the 2004 award, no CEO options were awarded during the last nineteentwenty years.

The following chart compares annual changes in total executive compensation with changes in non-GAAP earnings per share, stockholder return (year-end share price plus cash dividends paid during the year) and UTMD year-end market capitalization, starting at December 31, 2011:2010:


13
Compensation and Benefits Committee Interlocks and Insider Participation

The members of the Compensation and Benefits Committee are Ernst G. Hoyer, Barbara A. Payne and James H. Beeson.  No member of the committee is a present or former officer of the Company or any subsidiary.  There are no interlocks.  No member of the Committee, his or her family, or his or her affiliate was a party to any material transactions with the Company or any subsidiary since the beginning of the last completed fiscal year.  No executive officer of the Company serves as an executive officer, director or member of a compensation committee of any other entity, an executive officer or director of which is a member of the Compensation and Benefits Committee of UTMDUTMD.
12

Third Party Payments for Board Service

None of UTMD'sUTMD’s board members has received payments from, or has any agreement or arrangement with, third parties related to his or her service on the UTMD Board.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.


BOARD OF DIRECTORS AND BOARD COMMITTEE REPORTS

Director Independence 

UTMD'sUTMD’s Board of Directors has determined that a majority of its directors are independent, as that term is defined in NASD Rule 5605(a)(2), which satisfies the independence requirement of NASD Rule 5605(b)(1).  The Board of Directors was not aware of any transactions, relationships or arrangements to be considered in determining that Dr. Payne, Mr. Hoyer and Dr. Beeson were independent under the NASD Rules.

Board Leadership

The roles of CEO and Chairman are held by Mr. Cornwell.  Because of Mr. Cornwell'sCornwell’s training and experience in the organization of functions of a Board of Directors, his successful tenure on the board since 1993 and the small size of the Company'sCompany’s board membership, the Board of Directors believes this structure is most appropriate at this time. Mr. Hoyer serves as the lead director of the outside directors because of his tenure as the longest serving outside director and his roles as Chairman of the Audit Committee and outside director representative on the Executive Committee.  As the lead outside director, Mr. Hoyer coordinates independent meetings of the outside directors, and assimilates outside director questions and company management responses.

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Risk Oversight

The Board of Directors takes a key role in overseeing the Company'sCompany’s risks.  The board receives frequent timely reports of the Company'sCompany’s financial performance, changes in and composition of balance sheet accounts, quality assurance program effectiveness, product liability risks and status of relationships with all business constituencies including customers, employees, suppliers and government entities.  The board reviews and authorizes all material contracts in which the Company enters, including banking relationships.  The Governance and Nominating Committee receives regular reports on UTMD'sUTMD’s compliance with securities laws and communications with the SEC and stockholders.  The Audit Committee has established an independent whistleblower hot line to encourage early and anonymous reporting of accounting irregularities or other violations of UTMD'sUTMD’s codes of ethics.  The Board of Directors routinely reviews litigation threats, regulatory compliance, product/market strategies and operational activities of the Company.

Board Committees and Meetings 

The Board of Directors held three formal meetings during 2017,2018, and one meeting to date in 2018.2019.  The independent directors also met informally with the CEO during the year. All of the directors attended all applicable meetings during their respective incumbencies.incumbencies, with one exception.  Dr. Beeson was unable to attend the May 2018 Annual Stockholders’ Meeting and concomitant board meeting.  The independent outside directors also met without executive management four times during 2017,2018, and once to date in 2018.2019.

The Company has Executive, Audit, Governance and Nominating and Compensation and Benefits Committees.  The current members of the Company'sCompany’s committees are identified in the preceding Security Ownership table.  In May 2014, the Board of Directors revised and readopted its standing committee charters. The written committee charters, composition, schedule of meetings and attendance are available for public review at www.utahmed.com/governance.htm.

During 20172018 and to-date in 2018,2019, the Executive Committee has held aboutat least one informal meeting per month. Any formal actions taken on of behalf of the Board of Directors by the Executive Committee were subsequently presented to the full board for ratification.
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The Audit Committee formally met four times during 20172018 and once to date in 20182019 to review the quarterly financial reports, periodic independent accounting reviews and financial and internal control audits by UTMD'sUTMD’s independent audit firms.  The Audit Committee selects the Company'sCompany’s independent accountants, approves the scope of audit and related fees and reviews financial reports, audit results, internal accounting procedures, internal controls and other programs to comply with applicable requirements relating to financial accountability. The Audit Committee Chairman on behalf of the Audit Committee reviewed and selected independent auditors for the UK, Ireland, Canada and Australia subsidiaries'subsidiaries’ financial audits and tax returns.

The Governance and Nominating Committee met formally three times during 2017,2018, and once to date in 2018.2019.  The Governance and Nominating Committee which is comprised of the independent members of the Board of Directors, takes the lead in developing and implementing policies that are intended to ensure that the Board of Directors will be appropriately constituted and organized to meet its fiduciary obligations to the Company and its stockholders, identify individuals qualified to become members of the Board of Directors, and develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company.  During its meetings, after receiving the Company'sCompany’s routine compliance reports, the Governance and Nominating Committee reviewed compliance by UTMD and its personnel, including executive officers and directors, with applicable regulatory requirements as well as the Company'sCompany’s own compliance policies, and compared its established policies and procedures for compliance with current applicable laws and regulations, under the guidance of corporate counsel, as needed.

The Governance and Nominating Committee will consider nominees recommended by stockholders.  In accordance with the Company'sCompany’s Bylaws, stockholders'stockholders’ nominations for election as directors must be submitted in writing to the Company at its principal offices not less than 30 days prior to the Annual Meeting at which the election is to be held (or if less than 40 days'days’ notice of the date of the Annual Meeting is given or made to stockholders, not later than the tenth day following the date on which the notice of the Annual Meeting was mailed).

When considering candidates for directors, the Governance and Nominating Committee takes into account a number of factors, including the following:

·●judgment, skill, integrity and reputation;

 
·●whether the candidate has relevant business experience;
  
·●whether the candidate has achieved a high level of professional accomplishment;
  
·●independence from management under both Nasdaq and Securities and Exchange Commission definitions;
  
·●existing commitments to other businesses;
  
·●potential conflicts of interest with other pursuits;
  
·●corporate governance background and experience;
  
·●financial and accounting background that would permit the candidate to serve effectively on the Audit Committee; and
  
·●size, composition, and experience of the existing Board of Directors.

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When considering director candidates, the committee looks for diversity in experience, education, knowledge of industry and geography that when taken in the aggregate of all directors provides a robust scope of understanding of the functional and strategic challenges that the Company faces.

The committee will consider candidates for directors suggested by stockholders using the same considerations.  Stockholders wishing to suggest a candidate for director should write to Governance and Nominating Committee, Utah Medical Products, Inc., 7043 South 300 West, Midvale, UT 84047 and include:

·●a statement that the writer is a stockholder and is proposing a candidate for consideration by the committeecommittee;
  
·●the name of and contact information for the candidate;
  
·●a statement that the candidate is willing to be considered and would serve as a director if elected;
  
·●a statement of the candidate'scandidate’s business and educational experience preferably in the form of a resume or curriculum vitae;
  
·●information regarding each of the factors identified above, other than facts regarding the existing Board of Directors, that would enable the committee to evaluate the candidate;
  
·●a statement detailing any relationship between the candidate and any customer, supplier, or competitor of the Company;
  
·●detailed information about any relationship or understanding between the stockholder and the proposed candidate; and
  
·●confirmation of the candidate'scandidate’s willingness to sign the Company'sCompany’s code of ethics and other restrictive covenants, and abide by all applicable laws and regulations.

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Before nominating a sitting director for reelection at an annual meeting, the committee will consider:

·●the director'sdirector’s performance on the Board of Directors and attendance at Board of Directors'Directors’ meetings; and
  
·●whether the director'sdirector’s reelection would be consistent with the Company'sCompany’s governance guidelines and ability to meet all applicable corporate governance requirements.

When seeking candidates for director, the committee may solicit suggestions from incumbent directors, management or others.  After conducting an initial evaluation of the candidates, the committee will interview that candidate if it believes the candidate might be suitable for a position on the Board of Directors.  The committee may also ask the candidate to meet with management.  If the committee believes the candidate would be a valuable addition to the Board of Directors, it will recommend to the full Board of Directors that candidate'scandidate’s nomination.

The Compensation and Benefits Committee comprised of all incumbent outside directors, consulted by telephone and met formally in early 20172018 and again in early 20182019 to review management performance relative to objectives, recommend compensation and develop compensation strategies and alternatives throughout the Company, including those discussed in the Compensation Discussion and Analysis section of this Proxy Statement.  The deliberations culminated in recommendations ratified at the February 20172018 and February 20182019 Board of Directors meetings.  None of the members of the Compensation and Benefits Committee or executive management has engaged a compensation consultant within the past five years.

The policy of the Company is that each member of the Board of Directors is encouraged, but not required, to attend the Annual Meeting.  AllFour of five directors attended the 20172018 Annual Meeting.

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Stockholder Communications with Directors

UTMD stockholders who wish to communicate with the Board, any of its committees, or with any individual director may write to the Company at 7043 South 300 West, Midvale, UT 84047.  Such letter should confirm that it is from a UTMD stockholder.  Depending upon the subject matter, management will:

·●forward the communication to the director, directors, or committee to whom it is addressed;
  
·●attempt to handle the inquiry directly if it is a request for information about UTMD or other matter appropriately dealt with by management; or
  
·●not forward the communication if it is primarily commercial in nature, or if it relates to an improper or irrelevant topic.

At each Board of Directors'Directors’ meeting, a member of management presents a summary of communications received since the last meeting that were not forwarded to the directors, and makes those communications available to the directors on request.

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Report of the Compensation and Benefits Committee

The Compensation and Benefits Committee has reviewed and discussed the CD&A with UTMD management.  Based on that review, the Committee recommended to the Board of Directors that the CD&A be included in the Company'sCompany’s annual report on Form 10-K and this Proxy Statement.  In August 2008, the Board of Directors adopted an updated Compensation and Benefits Committee charter.  In May 2014, the Board of Directors revised and readopted the August 2008 charter, which is available at www.utahmed.com.

 Submitted by the Compensation and Benefits Committee:Ernst G. Hoyer
  Barbara A. Payne
  James H. Beeson

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Report of the Audit Committee

The Audit Committee of the Board of Directors is composed of all four outside directors, all of whom except one are independent as defined in Nasdaq Stock Market Rule 5605(a)(2) and under Rule 10A-3(b)(1) adopted pursuant to the Securities Exchange Act of 1934.  The exception is Paul Richins, who prior to April 2018 had been an employee member of the board of directors since 1998 and had served as the Principal Financial Officer of UTMD. Under Nasdaq Rule 5605, Mr. Richins is not considered independent until three years after his employment ended.  That notwithstanding, at the Annual Stockholder Meeting in May 2018, Mr. Richins was elected to continue as an outside director. Nasdaq Rule 5605(c)(2)(B) has an exception that allows one non-independent member of the Audit Committee “if the board, under exceptional and limited circumstances, determines that membership on the committee is required by the best interests of the Company and its Shareholders.”  The board of directors made that determination based on Mr. Richins’ deep understanding of the Company’s internal control systems and financial reporting.  Mr. Richins may not serve longer than two years and may not chair the Audit Committee.  The remaining three members of the Audit Committee are James H. Beeson, Ernst G. Hoyerindependent and Barbara A. Payne.  comprise a majority of the Board of Directors.

In August 2008, the Board of Directors adopted an updated Audit Committee charter.  In May 2014, the Board of Directors revised and readopted the August 2008 charter, which is available at www.utahmed.com.  Ernst G. Hoyer is the Board of Directors'Directors’ designated Audit Committee Chairman and Financial Expert consistent with The Sarbanes-Oxley Act of 2002.

The Audit Committee oversees the financial reporting and internal controls processes for UTMD on behalf of the Board of Directors. In fulfilling its oversight responsibilities, the Audit Committee reviewed the quarterly and annual financial statements included in the Annual Report to Stockholders and reports filed with the Securities and Exchange Commission.

The Audit Committee formally met four times during 20172018 and once to date in 20182019 to review the quarterly financial reports, andquarterly reviews and audits by Jones Simkins LLC, UTMD'sand the 2018 annual internal controls audit and financial audit by Haynie & Company, UTMD’s new independent lead auditor.  The Committee also met informally as needed during the year.  In accordance with Statement on Auditing Standards No. 61, discussions were held with management and the independent auditors as needed regarding the acceptability and the quality of the accounting principles used in the reports.  These discussions included the clarity of the disclosures, made therein, the underlying estimates and assumptions used in the financial reporting and the reasonableness of the significant judgments and management decisions made in developing the financial statements.  In addition, the Audit Committee has discussed with the independent auditors their independence from the Company and its management, including the matters in the written disclosures required by Independence Standards Board Standard No. 1 and The Sarbanes-Oxley Act of 2002.

The Audit Committee has also met with Company management and its independent auditors and discussed issues related to the overall scope and objectives of the audits conducted, the internal controls used by the Company, the openness and honesty of management, auditor verification of information provided by management, quality control procedures used by auditors in performing the independent audit and any possible conflicts of interest. The Committee elicited recommendations for improving UTMD'sUTMD’s internal control procedures. The independent auditors completed a formal review of the scope and effectiveness of the Company'sCompany’s internal control procedures, and made a couple of informal suggestions.

Pursuant to the reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017,2018, for filing with the Securities and Exchange Commission.

 Submitted by the Audit Committee:Ernst G. Hoyer
  Barbara A. Payne
  James H. Beeson
Paul O. Richins


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STOCK PERFORMANCE CHART

The following chart compares what an investor'sinvestor’s five-year cumulative total return (assuming reinvestment of dividends) would have been assuming initial $100 investments on December 31, 2012,2013, for the Company'sCompany’s Common Stock and the two indicated indices.  The Company'sCompany’s Common Stock trades on the Nasdaq Global Market.

Cumulative stockholder return data respecting the Nasdaq Composite Total Return are included as the comparable broad market index.  The peer group index, ICB: 4537 Medical Supplies, is comprised of Nasdaq Stocks in the Medical Supplies subsector of medical device industry stocks traded on Nasdaq, of which UTMD belongs.



  Dec-13  Dec-14  Dec-15  Dec-16  Dec-17  Dec-18 
Utah Medical Products, Inc.  100.0   105.9   105.1   128.2   142.8   147.0 
NASDAQ Composite Total Return  100.0   114.8   122.7   133.6   173.2   168.3 
NASDAQ ICB: 4537 Medical Supplies  100.0   120.2   132.9   151.2   198.7   213.3 



  Dec-12  Dec-13  Dec-14  Dec-15  Dec-16  Dec-17 
Utah Medical Products, Inc.  100.0   150.0   158.8   157.7   192.2   214.2 
NASDAQ Composite Total Return  100.0   140.1   160.8   172.0   187.2   242.7 
NASDAQ ICB: 4537 Medical Supplies  100.0   122.4   147.1   162.7   185.2   243.3 


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PROPOSAL NO 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee selected, and the Board of Directors ratified, the engagement of Jones Simkins LLCHaynie & Company as the Company'sCompany’s auditor and independent registered public accounting firm for the two yearsyear ended December 31, 2017 and 2016.2018.  The Audit Committee has determined to appoint  Jones Simkins LLCHaynie & Company as the Company'sCompany’s principal auditor and independent registered public accounting firm for the year ending December 31, 2018,2019, contingent on acceptable terms of engagement including schedule and fee agreement.
If the selection of the independent registered public accounting firm is not ratified by stockholders, the Audit Committee will reconsider its selection.  Even if the selection is ratified by stockholders, the Audit Committee, in its discretion, may determine to appoint a different independent lead registered public accounting firm if the Audit Committee believes that it would be in the best interest of the Company and its stockholders.
 Representatives of Jones Simkins LLCHaynie & Company are likely to be present at the Annual Meeting, have the opportunity to make a statement if they desire to do so and respond to stockholder questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"“FOR” THE RATIFICATION OF THE APPOINTMENT OF JONES SIMKINS LLCHAYNIE & COMPANY AS ITS PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018.2019.
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Fees billed by the Principal and Other Accounting Firms
The following table shows the fees billed for the applicable prior year audits of the Company'sCompany’s consolidated financial statements and for other services rendered by accountants forin the years ended December 31, 20172018 and December 31, 2016.2017.
Jones Simkins LLC 2017  2016 Other Accounting Firms 2017  2016  2018  2017 Other Accounting Firms 2018  2017 
Audit Fees $106,900  $106,900 Audit Fees $45,146  $48,856  $127,636  $106,900 Audit Fees $43,837  $45,146 
Audit-Related Fees  2,299   2,327 Audit-Related Fees  305   -   1,884   2,299 Audit-Related Fees  1,070   305 
Tax Fees  20,800   20,400 Tax Fees  22,877   22,907   20,800   20,800 Tax Fees  42,873   22,877 
All Other Fees  -   - All Other Fees  -   -   -   - All Other Fees  -   - 
Total $129,999  $129,627   Total $68,328  $71,763  $150,320  $129,999   Total $87,780  $68,328 

The aggregate total of accounting fees was $238,100 in 2018 and $198,327 in 2017 and $201,390 in 2016.2017.

Audit Fees.  Fees for professional services rendered for the audit of the Company'sCompany’s annual financial statements, reviews of the financials included in UTMD'sUTMD’s quarterly reports on Form 10‑Q and related regulatory reviews, and audit of its internal controls in accordance with the Sarbanes Oxley Act of 2002. The 20172018 aggregated audit fee total was $152,046$171,473 compared to $155,756$152,046 in 2016.2017. The higher 2018 audit fees were due to more stringent internal controls testing by Jones Simkins.

Audit-Related Fees. Fees for due diligence in connection with acquisitions and related accounting consultations, travel expenses, compliance with financing arrangements and attest services that were not required by statute or regulation.

Tax Fees.  Fees for tax filing, preparation and tax advisory services.  The 20172018 aggregated tax fee total was $43,677$63,673 compared to $43,307$43,677 in 2016.2017.  The higher 2018 tax fees were due to the additional consulting required for compliance with the U.S. TCJA enacted in December 2017 and professional tax services in the UK related to capital allowances for the new facility and corporate reorganization.

All Other Fees.  Fees for any other services not included in audit fees, audit-related fees and tax fees.
Audit Committee Policy and Approval
The engagements of UTMD auditors to perform all of the above-described services were made by the Audit Committee. This includes independent auditor firms other than Jones Simkins LLC and Haynie & Company that were required for financial audits of Femcare and its subsidiaries, year-end and statutory fiscal year 20172018 financial and internal control audits of Femcare and its subsidiaries, the completion of tax returns for foreign subsidiaries including Femcare and its subsidiaries, and statutory audits of the Company'sCompany’s employee benefits plans. The policy of the Audit Committee is to require that all services performed by independent auditors be pre-approved by the Audit Committee before services are performed.
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Auditor Independence
The Audit Committee has considered whether the provision of the services rendered for nonaudit matters is compatible with maintaining Jones Simkins'Simkins’ or Haynie & Company’s independence, and concluded that itsauditor independence was not impaired by performing such work for the Company.

PROPOSAL NO 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION

As described in the Compensation Discussion and Analysis, UTMD seeks to develop and implement its executive compensation program to enhance the long-term financial value of the Company by closely aligning the financial interests of the Company'sCompany’s senior management and other key employees with those of its stockholders.

The Board of Directors values and encourages constructive dialogue on compensation and other important governance topics with stockholders, to whom it is ultimately accountable.  The Board of Directors has determined to provide stockholders with an advisory vote on executive compensation every year, which it believes will enhance stockholder communication by providing another avenue to obtain information on stockholder views about the Company'sCompany’s executive compensation program.

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Although the vote is non-binding, the Board of Directors and Compensation and Benefits Committee will review the voting results and consider constructive feedback obtained through this process in making future decisions about executive compensation.

Accordingly, the Board of Directors proposes that stockholders approve the following advisory resolution:

RESOLVED, that the UTMD stockholders approve, on an advisory basis, the compensation paid to UTMD'sUTMD’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"“FOR” THIS PROPOSAL

PROPOSAL NO 4. SHAREHOLDER PROPOSAL TO CHANGE FROM A PLURALITY TO A MAJORITY VOTING STANDARD FOR UNCONTESTED DIRECTOR NOMINEES

This proposal was submitted by the California Public Employees' Retirement System (CalPERS), which, as of December 31, 2017 owned 16,950 shares of UTMD stock.

Shareowner Proposal
RESOLVED, that the shareowners of Utah Medical Products, Inc. (Company) hereby request that the Board of Directors initiate the appropriate process to amend the Company's articles of incorporation and/or bylaws to provide that directors shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareowners in uncontested elections. A plurality vote standard, however, will apply to contested director elections; that is, when the number of director nominees exceeds the number of board seats.

CalPERS Supporting Statement
Is accountability by the Board of Directors important to you? As a long-term shareowner of the Company, CalPERS thinks accountability is of paramount importance. This is why we are sponsoring this proposal. This proposal would remove a plurality vote standard for uncontested elections that effectively disenfranchises shareowners and eliminates a meaningful shareowner role in uncontested director elections.
Under the Company's current voting system, a director may be elected with as little as one affirmative vote because "withheld" votes have no legal effect. The scheme deprives shareowners of a powerful tool to hold directors accountable because it makes it impossible to defeat directors who run unopposed. Conversely, a majority voting standard allows shareowners to actually vote "against" candidates and to defeat reelection of a management nominee who is unsatisfactory to the majority of shareowners who cast votes.
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A substantial number of companies have already adopted this form of majority voting. More than 90% of the companies in the S&P 500 have adopted a form of majority voting for uncontested director elections. We believe the Company should join the growing number of companies that have adopted a majority voting standard requiring incumbent directors who do not receive a favorable majority vote to submit a letter of resignation, and not continue to serve, unless the Board declines the resignation and publicly discloses its reasons for doing so.
Majority voting in director elections empowers shareowners to clearly say "no" to unopposed directors who are viewed as unsatisfactory by a majority of shareowners casting a vote. Incumbent board members serving in a majority vote system are aware that shareowners have the ability to determine whether the director remains in office. The power of majority voting, therefore, is not just the power to effectively remove poor directors, but also the power to heighten director accountability through the threat of a loss of majority support. That is what accountability is all about.
CalPERS believes that corporate governance procedures and practices, and the level of accountability they impose, are closely related to financial performance. It is intuitive that, when directors are accountable for their actions, they perform better. We therefore ask you to join us in requesting that the Board of Directors promptly adopt the majority voting standard for uncontested director elections. We believed the Company's shareowners will substantially benefit from the increased accountability of incumbent directors and the power to reject directors shareowners believe are not acting in their best interests. Please vote FOR this proposal.

UTMD Statement (Kevin L. Cornwell, Chairman)
Accountability is something that we take seriously. Unfortunately, this proposal would not help achieve it for UTMD. However, if passed, the CalPERS proposal does have the real potential to harm the Company and its stockholders.
Despite the CalPers platitude, it's neither intuitive nor logical to expect that a director's desire for a majority vote will create accountability, or help them perform better, as evidenced by our elected representatives in Washington.
Director "accountability" should be based on maximizing the value of stockholders' interest in UTMD, among other things. Consideration of performance is the basis of accountability. The performance that UTMD's Board of Directors has achieved is a 15% annually compounded increase in stockholder value over decades of time, medical devices that consistently perform as expected and insistence on fairness and integrity in all UTMD business dealings.
As a practical matter, "the power to remove poor directors" isn't the issue either.  How would any otherwise passive stockholder such as CalPERS be able to single out the performance of an individual director?  For at least the last ten years, this currently constituted board of directors has voted unanimously on all resolutions. The basis for their joint decisions is what is best in the long term for the Company's performance, not the fear of upsetting a bureaucrat. As a matter of good working policy, any hesitation of any director requires more deliberation, modification and perhaps abandonment of any board action until the entire board is satisfied that the decision is in the best interest of all UTMD constituencies. UTMD's directors are proud of their proven dedication and performance to fiduciary interest, over many years and many past elections.
In order to maximize productivity and limit overly burdensome bureaucracy, the Company intentionally has a small board with excellent continuity. It would be potentially damaging for one or two uncontested seats on UTMD's small board to be open, perhaps even causing delisting of the stock.
CalPERS believes this resolution "heightens director accountability through the threat of a loss of majority support."  Nothing could be further from reality. UTMD's individual directors are not affected by personal threats.  None of them is building a resume, or concerned about collecting directors' fees. Their combined experience, education and judgement has proven to be worth more than their weight in gold to stockholders, in my opinion. They would be hard to replace with equally competent and principled people.
CalPERS is apparently fine with a plurality standard for contested seats. So where's their "accountability" in a contested election?  Stockholders are free to nominate directors to run against any director nominee by following the prescribed procedure described above.
The plurality standard for uncontested seats clearly has worked without problem for UTMD stockholders for 35 years. Institutional stockholders own about 69% of the Company's shares. Prior to one-size-fits-all recommendations from proxy advisory services (PAS) to their institutional clients, current UTMD directors received more than 90% "FOR" votes from more than 95% of stockholders in each election. In the last two years, despite a recommendation from PAS to withhold votes for directors up for reelection, nominees did in fact receive a majority of shares voted.  Nevertheless, this proposal represents a bureaucratic solution concerning a non-existent accountability problem that also has the real potential to harm the Company.  Please vote AGAINST this proposal, and give your board a vote of confidence that it deserves.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS PROPOSAL.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 4, 20183, 2019

This proxy statement and the 20172018 Annual Report to stockholders are available at www.utahmed.com/proxy.htm.


STOCKHOLDER PROPOSALS

Proposal #4 has been submitted by stockholders of the Company for consideration at the 2018 Annual Meeting.  It is anticipated that the next Annual Meeting of Stockholders will be held during May 2019.2020.  In accordance with SEC Rule 14a-8 and the advance notice requirements of Section 2.15 of UTMD'sUTMD’s Bylaws, stockholders may present proposals for inclusion in the Proxy Statement to be mailed in connection with the 20192020 Annual Meeting of Stockholders of the Company, provided such proposals are received by the Company no later than December 1, 2018,3, 2019, and are otherwise in compliance with applicable laws and regulations and the governing provisions of the Articles of Incorporation and Bylaws of the Company.


MISCELLANEOUS

Other Business

There is no business other than that referred to in the Notice that may be considered at the Annual Meeting.

In order to assure the presence of the necessary quorum and to vote on the matters to come before the Annual Meeting, please indicate your choices on the enclosed proxy and date, sign and return it promptly in the envelope provided.  Whether or not you sign a proxy, UTMD encourages you to attend the meeting.

 By Order of the Board of Directors,
 UTAH MEDICAL PRODUCTS, INC.
 
Salt Lake City, UtahKevin L. Cornwell
March 9, 20188, 2019Chairman and CEO


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PROXY

Annual Meeting of the Stockholders of(This Proxy is Solicited on Behalf
Utah Medical Products, Inc.of the Board of Directors)

The undersigned hereby appoint Kevin L. Cornwell and Brian L. Koopman, and each of them, proxies, with full power of substitution, to vote the shares of common stock of Utah Medical Products, Inc. (the "Company") which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held at the corporate offices of the Company, 7043 South 300 West, Midvale, Utah, on May 4, 2018,3, 2019, at 12:00 noon, local time, and any postponement or adjournment(s) thereof, such proxies being directed to vote as specified below.  If no instructions are specified, such proxies will be voted "FOR"“FOR” proposals 1-3 and "AGAINST" proposal 4.1-3.
To vote in accordance with the Board of Directors' recommendations, sign below; check the "FOR" boxes on proposals 1-3 and the "AGAINST" box on proposal 4.1-3.  To vote against any of the board'sboard’s recommendations on proposals 1-3, check the appropriate box(es) marked "WITHHOLD""WITHHOLD@ or "AGAINST,AAGAINST," and the "FOR" box on proposal 4, below.
(1)To elect two directorsone director of the Company to serve a three year termsterm and until their successors aresuccessor is elected and qualified;
Kevin L. Cornwell:Barbara A. Payne:
FOR   ☐
WITHHOLD   ☐

   
Paul O. Richins:
FOR   ☐
WITHHOLD   ☐

(2)To ratify the selection of Jones Simkins, LLCHaynie & Company as the Company'sCompany’s independent public accounting firm for the year ending December 31, 2018;2019;
FOR  ☐AGAINST  ☐ABSTAIN  ☐
(3)To approve, by advisory vote, the Company’s executive compensation program;
FOR ☐AGAINST ☐ABSTAIN ☐
(3)To approve, by advisory vote, the Company's executive compensation program;
FOR  ☐AGAINST  ☐ABSTAIN  ☐
(4)To vote on a shareholder proposal requesting that the Company adopt a majority voting standard in uncontested director elections.
FOR  ☐AGAINST  ☐ABSTAIN  ☐

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS IN THE RECORDS OF THE COMPANY.  WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN.  IF YOUR SHARES ARE HELD AT A BROKERAGE HOUSE, PLEASE INDICATE THE NAME OF THE BROKERAGE HOUSE AND THE NUMBER OF SHARES HELD.


Dated _______________________No. of Shares ________________________________


Signature  ____________________Signature (if held jointly) _______________________


Print Name ____________________Print Name __________________________________

PLEASE ACT PROMPTLY
PLEASE MARK, SIGN, DATE, AND RETURN PROXY IN THE BUSINESS REPLY ENVELOPE PROVIDED.  NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on May 4, 20183, 2019 - the proxy statement and annual report are available at www.utahmed.com/proxy.htm.
Utah Medical Products, Inc.
7043 South 300 West
Midvale, Utah 84047

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