UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of an Amendment to the Enovis Corporation 2020 Omnibus Incentive Plan
At the Annual Meeting of Stockholders of Enovis Corporation (the “Company”) held on May 20, 2024 (the “Annual Meeting”), the Company’s stockholders voted on and approved an amendment to the Company’s 2020 Omnibus Incentive Plan (the “2020 Plan Amendment”). The 2020 Plan Amendment was previously adopted by the Company’s Board of Directors (the “Board”) on March 22, 2024, subject to the approval of the Company’s stockholders.
The 2020 Plan Amendment authorizes an additional 2,100,000 shares of the Company’s common stock, par value $0.001 per share, for issuance under the 2020 Omnibus Incentive Plan. The additional shares of common stock authorized to be issued under the 2020 Omnibus Incentive Plan pursuant to the 2020 Plan Amendment will be registered pursuant to a registration statement on Form S-8. A description of the 2020 Omnibus Incentive Plan, as amended, is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 5, 2024 (the “Proxy Statement”) in the section entitled “Proposal 4: Approval of an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan,” which description is incorporated herein by reference.
The foregoing description of the 2020 Plan Amendment is qualified by the full text of the 2020 Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, the Company’s stockholders voted on and approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to permit exculpation of the Company’s corporate officers, subject to limitations, as permitted by a recent amendment to the Delaware General Corporation Law. The Board previously approved the Charter Amendment, subject to stockholder approval at the Annual Meeting. On May 22, 2024, the Company filed the Charter Amendment with the Delaware Secretary of State, which became effective upon filing.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by the full text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 20, 2024, 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 Proxy Statement. 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 |
46,473,720 | 645,542 | 28,234 | 1,975,886 | ||||||||||||||||
| Barbara W. Bodem |
46,438,146 | 680,743 | 28,607 | 1,975,886 | ||||||||||||||||
| Liam J. Kelly |
46,069,044 | 1,049,845 | 28,607 | 1,975,886 | ||||||||||||||||
| Angela S. Lalor |
46,003,209 | 1,115,263 | 29,024 | 1,975,886 | ||||||||||||||||
| Philip A. Okala |
46,439,161 | 679,311 | 29,024 | 1,975,886 | ||||||||||||||||
| Christine Ortiz |
46,077,952 | 1,040,629 | 28,915 | 1,975,886 | ||||||||||||||||
| A. Clayton Perfall |
46,076,117 | 1,042,064 | 29,315 | 1,975,886 | ||||||||||||||||
| Brady Shirley |
46,291,143 | 827,701 | 28,652 | 1,975,886 | ||||||||||||||||
| Rajiv Vinnakota |
45,465,940 | 1,652,321 | 29,235 | 1,975,886 | ||||||||||||||||
| Sharon Wienbar |
46,064,587 | 1,053,699 | 29,210 | 1,975,886 | ||||||||||||||||
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, 2024. The votes regarding this proposal were as follows:
| For |
Against |
Abstain | ||
| 48,561,584 | 544,833 | 16,965 |
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 | |||
| 46,370,288 | 750,404 | 26,804 | 1,975,886 |
Proposal 4- Approve an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan:
The Company’s stockholders approved an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan. The votes regarding this proposal were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 45,609,520 | 1,503,075 | 34,901 | 1,975,886 |
Proposal 5- Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation:
The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation. The votes regarding this proposal were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 42,340,178 | 4,775,139 | 32,179 | 1,975,886 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation | |
| 10.1 | Second Amendment to Enovis Corporation 2020 Omnibus Incentive 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, 2024
| ENOVIS CORPORATION | ||
| By: | /s/ Bradley J. Tandy | |
| Name: | Bradley J. Tandy | |
| Title: | Senior Vice President and Chief Legal Officer | |