Haemonetics Corporation announced on July 24, 2026, that its Board of Directors elected Martin Madaus, a healthcare investment advisor at The Carlyle Group, as a new director effective immediately. In the same meeting, shareholders overwhelmingly approved amendments to the company's long-term incentive plan and employee stock purchase plan, each extended through 2036. The votes mark significant changes to the company's governance structure and compensation framework as it positions itself for continued growth in the blood management and diagnostic solutions sector.

Key Points

  • NYSE: HAE
  • Martin Madaus elected to Haemonetics' Board of Directors effective July 24, 2026, with expected appointments to the Audit Committee and Governance and Compliance Committee
  • Shareholders approved amendment authorizing 4,680,000 additional shares under the 2019 Long-Term Incentive Compensation Plan, extended through 2036
  • Employee Stock Purchase Plan extended through 2036 with technical and conforming updates approved by 94.53% shareholder vote
  • Annual meeting achieved 92.53% shareholder quorum with strong support across all five ballot proposals

New Board Member Brings Carlyle Group Healthcare Expertise

The Haemonetics Board of Directors elected Martin Madaus as a new director on July 24, 2026, effective immediately. Dr. Madaus currently serves as Senior Operating Executive at The Carlyle Group, where he has advised on healthcare investments and portfolio company performance since 2019. His appointment brings specialized investment and operational experience in the healthcare sector to Haemonetics' governance structure at a time when the company continues to develop diagnostic and blood management solutions for global markets.

Dr. Madaus is expected to serve on two key board committees: the Audit Committee and the Governance and Compliance Committee. As a non-employee director, he will receive compensation as described in the company's definitive proxy statement for the 2026 annual meeting, with an annual equity award valued at approximately $200,000. He will also execute the company's standard form of indemnification agreement, which was previously filed as part of Haemonetics' quarterly report filing in 2018. Dr. Madaus is scheduled to stand for election by shareholders at the company's 2027 annual meeting.

Shareholders Approve Expansion of Long-Term Incentive Plan with 4.68 Million New Shares

Haemonetics shareholders voted decisively on July 24, 2026, to approve an amendment and restatement of the Haemonetics Corporation Amended and Restated 2019 Long-Term Incentive Compensation Plan. The amended plan authorizes 4,680,000 additional shares available for issuance and extends the plan's term through 2036. The proposal received 37,730,923 votes in favor, 2,055,726 votes against, and 48,989 abstentions, representing strong shareholder support for the company's equity compensation strategy.

The amendment includes certain technical, immaterial, and conforming changes designed to modernize the plan's administration and align it with current compensation practices. The full text of the Amended Plan was filed as an exhibit to the current report and incorporates the detailed material terms and conditions previously described in the company's definitive proxy statement filed on June 9, 2026. This expanded authorization allows Haemonetics management and the Board flexibility to provide equity-based compensation to employees, directors, and other service providers through the extended 2036 horizon.

Employee Stock Purchase Plan Extended to 2036 with Overwhelming Shareholder Support

Shareholders also approved amendments to the Haemonetics Corporation Amended and Restated 2007 Employee Stock Purchase Plan on July 24, 2026. The primary modification extends the plan's term through 2036 and incorporates technical and conforming changes. The proposal achieved exceptional shareholder backing, with 39,766,894 votes cast in favor, 27,909 votes against, and 40,835 abstentions, representing 94.53% approval among shares voted on the measure.

The Employee Stock Purchase Plan, commonly referred to as an ESPP, provides a mechanism for eligible employees to purchase company stock, typically at a discount to fair market value. By extending the plan through 2036, Haemonetics signals its commitment to employee ownership and long-term retention strategies. The amended plan maintains the framework and purposes outlined in the company's June 9, 2026, proxy filing and preserves the existing structure while ensuring operational continuity for the coming decade.

Strong Shareholder Quorum and Director Election Results

The 2026 annual meeting of Haemonetics shareholders, held on July 24, 2026, achieved a solid quorum with 42,051,106 shares represented out of 45,445,983 shares outstanding and entitled to vote, constituting 92.53% attendance. All eight incumbent director nominees received strong votes of approval. Christopher A. Simon received the highest vote total with 39,671,163 votes in favor and 164,476 withhold votes. Ellen M. Zane received the most withhold votes among directors, with 1,021,996 shares withheld from her election, though she still secured approval from the majority of votes cast.

The election results demonstrate broad shareholder confidence in the current board composition. Lloyd E. Johnson and Mark W. Kroll each received approximately 39.2 million votes in favor, while Diane M. Bryant received 39.7 million votes in favor, reflecting near-uniform support across the slate. Robert E. Abernathy received 39.2 million votes in favor but also received 612,019 withhold votes, the second-highest withhold total. The consistent approval margins suggest shareholders maintained trust in the board's direction and governance decisions throughout the fiscal year.

Advisory Vote on Executive Compensation Approved

Haemonetics shareholders voted on an advisory basis regarding the compensation of the company's named executive officers on July 24, 2026. The proposal received 39,212,253 votes in favor, 572,620 votes against, and 50,766 abstentions, along with 2,215,467 broker non-votes. The strong approval reflects shareholder acceptance of the company's executive compensation philosophy and the specific compensation decisions made by the Board during the fiscal period under review.

This non-binding advisory vote, commonly referred to as "say on pay," provides shareholders an opportunity to express their views on executive compensation programs and outcomes without altering the binding authority of the Board. The high approval rate suggests that shareholders found the company's compensation disclosures transparent and its pay structures aligned with company performance and shareholder interests. The Board will continue to consider shareholder feedback as it evaluates compensation decisions in future periods.

Ernst & Young Ratified as Independent Auditor for Fiscal 2027

Shareholders ratified the appointment of Ernst & Young LLP as Haemonetics' independent registered public accounting firm for the fiscal year ending April 3, 2027. The proposal received overwhelming support with 41,321,226 votes in favor, 716,413 votes against, and 13,467 abstentions. The strong approval demonstrates shareholder confidence in Ernst & Young's audit quality and independence as the company's external auditor.

The ratification of the independent auditor is a routine but important governance matter that allows shareholders to weigh in on the company's audit firm selection. Ernst & Young's high approval rate reflects its established relationship with Haemonetics and the Board's assessment of the firm's audit competence and objectivity. The firm will oversee Haemonetics' financial reporting and internal control assessments for the upcoming fiscal year under applicable auditing standards and securities regulations.

Shareholder Meeting Demonstrates Broad Support Across All Five Proposals

All five proposals presented to shareholders at the July 24, 2026, annual meeting received majority approval, indicating cohesion between management, the Board, and the shareholder base regarding the company's strategic direction and governance practices. Beyond the director elections and compensation-related votes, the shareholders approved both equity compensation plan amendments, signaling support for the company's talent retention and incentive alignment strategies. The consistent pattern of strong support margins across diverse ballot items reflects shareholder confidence in the company's leadership and governance structure.

The high quorum attendance of 92.53% suggests active shareholder engagement and interest in Haemonetics' affairs. This level of participation creates a strong mandate for the Board to execute its stated strategies and provides legitimacy to governance decisions made during the fiscal year. The approval of plan extensions through 2036 demonstrates shareholder comfort with providing the company long-term flexibility in compensation design, which may prove valuable as the organization navigates competitive dynamics in blood management diagnostics and related healthcare markets.

Plan Extensions Position Haemonetics for Long-Term Talent Strategy

The extension of both the 2019 Long-Term Incentive Compensation Plan and the 2007 Employee Stock Purchase Plan through 2036 provides Haemonetics with sustained tools for attracting, retaining, and incentivizing talent over the next decade. By securing shareholder approval for 4,680,000 additional shares under the incentive plan and establishing a ten-year operational horizon for both plans, the company has positioned itself to offer competitive equity compensation in a sector where healthcare and life sciences talent remains highly sought after.

The authorization of additional shares supports the company's ability to grant equity awards to executives, directors, and employees without requiring new shareholder votes for each round of grants or plan adjustments. This streamlined approach reduces administrative burdens and allows for more dynamic compensation planning in response to market conditions, business performance, and strategic initiatives. The extension through 2036 aligns these compensation mechanisms with the company's long-range planning horizons and signals confidence in the sustainability of its business model.