Enovis CORP false 0001420800 0001420800 2023-05-16 2023-05-16

 

 

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): May 16, 2023

 

 

Enovis Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
   001-34045
   54-1887631
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

2711 Centerville Road, Suite 400
Wilmington, DE 19808
(Address of principal executive offices) (Zip Code)

(302) 252-9160

(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 (see General Instruction A.2. below):

 

☐

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(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   ENOV   New York Stock Exchange

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 checkmark 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Approval of the Enovis Corporation 2023 Non-Qualified Stock Purchase Plan

At the Annual Meeting of Stockholders of Enovis Corporation (the “Company”) held on May 16, 2023 (the “Annual Meeting”), the Company’s stockholders voted on and approved the Enovis Corporation 2023 Non-Qualified Stock Purchase Plan (the “ESPP”). The ESPP was previously adopted by the Company’s Board of Directors (the “Board”) on March 14, 2023, subject to the approval of the Company’s stockholders.

The terms and conditions of the ESPP are described in the Company’s Proxy Statement dated March 31, 2023. The ESPP is filed as Exhibit 10.1 hereto, and is incorporated by reference herein.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 16, 2023, the Company held its Annual Meeting, at which five proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 31, 2023. The final results for each proposal are set forth below:

Proposal 1- Election of Directors:

The Company’s stockholders elected ten directors to the Board (to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified). The votes regarding this proposal were as follows:

 

Nominee

  

For

  

Against

  

Abstain

  

Broker Non-Votes

Matthew L. Trerotola

   48,071,571   630,407   92,331   1,298,983

Barbara W. Bodem

   48,570,772   211,232   12,305   1,298,983

Liam J. Kelly

   48,228,649   553,337   12,323   1,298,983

Angela S. Lalor

   47,983,369   798,619   12,321   1,298,983

Philip A. Okala

   48,571,234   210,770   12,305   1,298,983

Christine Ortiz

   48,228,044   553,993   12,272   1,298,983

A. Clayton Perfall

   47,888,302   893,687   12,320   1,298,983

Brady Shirley

   48,080,339   702,306   11,664   1,298,983

Rajiv Vinnakota

   47,213,441   1,568,560   12,308   1,298,983

Sharon Wienbar

   47,890,647   891,239   12,423   1,298,983

Proposal 2- Ratification of appointment of independent registered accounting firm:

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The votes regarding this proposal were as follows:

 

For

  

Against

  

Abstain

49,349,358   733,039   10,895

 

Proposal 3- Advisory vote on the executive compensation of the named executive officers:

The Company’s stockholders approved, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

47,549,991   1,217,185   27,133   1,298,983

Proposal 4 - Advisory vote on the frequency of future advisory votes on the executive compensation of the named executive officers:

The Company’s stockholders voted, on a non-binding advisory basis, on the frequency of future advisory votes on the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

One Year

  

Two Years

  

Three Years

  

Abstain

  

Broker Non-Votes

46,023,920   4,316   2,748,413   17,660   1,298,983

Based on these results, and consistent with the recommendation of the Board, the Board has determined that the Company will conduct future advisory votes on the compensation of the Company’s named executive officers every year. Accordingly, the next advisory vote on the compensation of the Company’s named executive officers will be held at the Company’s 2024 Annual Meeting of Stockholders.

Proposal 5- Approve the Enovis Corporation 2023 Non-Qualified Stock Purchase Plan:

The Company’s stockholders approved the Enovis Corporation 2023 Non-Qualified Stock Purchase Plan. The votes regarding this proposal were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

48,291,753   488,814   13,742   1,298,983

 

Item 9.01

Financial Statements and Exhibits

(d)    Exhibits

 

10.1    Enovis Corporation 2023 Non-Qualified Stock Purchase Plan
104    Cover Page Interactive Data File – The cover page from this Current Report on Form 8-K is formatted in Inline XBRL

 

SIGNATURES

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

Date: May 22, 2023    

 

ENOVIS CORPORATION
By:  

/s/ Bradley J. Tandy

Name:   Bradley J. Tandy
Title:   Senior Vice President and
  General Counsel
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