Medline Inc.

8-K · mdln-20260611.htm iXBRL

0002046386 2026-06-11 2026-06-11

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 ___________________________________
 FORM 8-K
 ___________________________________
 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported) : June 11, 2026
 ___________________________________
 Medline Inc.
 (Exact name of registrant as specified in its charter)
 ___________________________________

 Delaware
 (State or other jurisdiction of
 incorporation)
 001-43022
 (Commission File Number)
 33-1845288
 (IRS Employer Identification Number)

 3 Lakes Drive
 Northfield , IL 60093

 (Address of principal executive offices, including zip code)

 ( 847 ) 949-5500

 (Registrant's telephone number, including area code)

 Not Applicable

 (Former name or former address, if changed since last report)

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

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class
 Trading Symbol
 Name of each exchange on which registered

 Class A common stock, par value $0.0001 per share
 MDLN
 Nasdaq Stock Market LLC

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company     ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 5.07. Submission of Matters to a Vote of Security Holders.

 On June 11, 2026, Medline Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of (i) electing the 12 director nominees named in the proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 23, 2026; (ii) approving, on an advisory basis, the Company’s executive compensation; (iii) approving the frequency of holding advisory votes to approve the Company’s executive compensation; and (iv) ratifying the selection of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026.

 Stockholders were entitled to one vote per share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) held and one vote per share of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”) held on the matters presented at the Annual Meeting. The Class A Common Stock and Class B Common Stock voted as a single class on all matters presented at the Annual Meeting. The final results of the stockholder vote are set forth below.

 Item 1. Election of Directors. Stockholders elected each of the 12 nominees to serve as a director of the Company for a one-year term expiring at the Company’s 2027 Annual Meeting of Stockholders as follows:

 Director
 Shares For
 Shares Withheld
 Broker Non-Votes

 Charles N. Mills
 1,190,578,539
 4,959,993
 15,907,427

 Joseph P. Baratta
 1,187,349,612
 8,188,920
 15,907,427

 Jacob D. Best
 1,184,283,692
 11,254,840
 15,907,427

 Todd M. Bluedorn
 1,191,284,106
 4,254,426
 15,907,427

 James M. Boyle
 1,191,290,295
 4,248,237
 15,907,427

 Richard A. Galanti
 1,187,400,373
 8,138,159
 15,907,427

 Patrick J. Healy
 1,191,257,516
 4,281,016
 15,907,427

 Andrew J. Mills
 1,190,955,225
 4,583,307
 15,907,427

 Robert R. Schmidt
 1,151,561,782
 43,976,750
 15,907,427

 Anushka M. Sunder
 1,188,360,787
 7,177,745
 15,907,427

 Thomas W. Sweet
 1,187,354,719
 8,183,813
 15,907,427

 Stephen H. Wise
 1,187,346,890
 8,191,642
 15,907,427

 Item 2. Advisory Vote to Approve Executive Compensation. Stockholders approved, on an advisory basis, the Company’s executive compensation as follows:

 Shares For
 Shares Against
 Abstentions
 Broker Non-Votes

 1,189,280,399
 6,203,145
 54,988
 15,907,427

 Item 3. Advisory Vote on the Frequency of Votes on Executive Compensation. Stockholders approved, on an advisory basis, a frequency of one year for future advisory votes on the Company’s executive compensation as follows:

 One Year
 Two Years
 Three Years
 Abstentions
 Broker Non-Votes

 1,195,424,539
 19,303
 61,335
 33,355
 15,907,427

 Item 4. Ratification of the Selection of Ernst & Young LLP as Independent Auditor for Fiscal Year 2026. Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2026 as follows:

 Shares For
 Shares Against
 Abstentions

 1,211,242,117
 156,205
 47,637

 The Company has decided, going forward, to hold an advisory stockholder vote on the Company’s executive compensation every year, consistent with the recommendation of the Board of Directors of the Company to stockholders.

 SIGNATURE

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

 Date: June 12, 2026

 MEDLINE INC.

 By:
 /s/ Alex M. Liberman

 Name: Alex M. Liberman

 Title: Chief Legal Officer