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: June 28, 2024
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||||||||
Registrant’s telephone number, including area code: (844) 428-2667
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) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 28, 2024, the Board of Directors (the “Board”) of Avanos Medical, Inc. (the “Company”) appointed Indrani Franchini to the Board, effective July 1, 2024. The appointment of Ms. Franchini fills a vacancy on the Board. The Board also appointed Ms. Franchini to serve on the Company’s Audit Committee and Compliance Committee.
Ms. Franchini was not selected pursuant to any arrangement or understanding between her and any other persons. There are no transactions between Ms. Franchini and the Company that would be reportable under Item 404(a) of Regulation S-K.
Ms. Franchini will participate in the Company’s Outside Directors’ Compensation Plan, pursuant to which Ms. Franchini will receive: (i) an annual cash retainer of $70,000 for her service on the Board; (ii) annual cash compensation of $12,500 for her service on the Audit Committee; (iii) annual cash compensation of $7,500 for her service on the Compliance Committee; and (iv) an annual grant of restricted share units with a value of $190,000. In addition, the Company will reimburse Ms. Franchini for the expenses she incurs in attending Board and committee meetings. Ms. Franchini’s compensation for 2024 will be prorated based on the effective date of her appointment.
Item 7.01 Regulation FD Disclosure
On July 1, 2024, the Company issued a press release announcing the appointment of Ms. Franchini to the Board. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |||||||
SIGNATURE
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.
| AVANOS MEDICAL, INC. | ||||||||||||||
| Date: | July 1, 2024 | By: | /s/ Mojirade James | |||||||||||
| Mojirade James Senior Vice President and General Counsel | ||||||||||||||
