0001606498falseApril 25, 202400016064982024-04-252024-04-25
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: April 25, 2024
(Date of earliest event reported)
AVANOS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | | | | |
| Delaware | 001-36440 | 46-4987888 |
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
| 5405 Windward Parkway | |
| Suite 100 South | |
| Alpharetta, | Georgia | 30004 | |
| (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) |
| ☐ | 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 exchange on which registered |
| Common Stock - $0.01 Par Value | AVNS | 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 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 5.07 Submission of Matters to a Vote of Security Holders
The 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Avanos Medical, Inc. (the “Company”) was held on April 25, 2024 at the Company’s headquarters in Alpharetta, Georgia. A total of 42,989,866 shares of the Company’s common stock were represented at the 2024 Annual Meeting in person or by proxy, constituting approximately 93.04% of the outstanding shares entitled to vote at the 2024 Annual Meeting.
At the 2024 Annual Meeting, the Company’s stockholders voted on the following matters, which are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on March 15, 2024:
1.To elect Gary D. Blackford, Dr. Lisa Egbuonu-Davis, Patrick J. O’Leary, Dr. Julie Shimer and Joseph F. Woody to serve one-year terms expiring at the 2025 Annual Meeting of Stockholders (“Proposal No. 1”);
2.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for 2024 (“Proposal No. 2”); and
3.To approve, on an advisory basis, the compensation of the Company’s named executive officers, or NEOs (“Proposal No. 3”).
Proposal No. 1. The Company’s stockholders approved the nominees recommended for election in Proposal No. 1. The votes cast on Proposal No. 1 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| Director | | For | | Withhold | | Broker non-votes |
| Gary D. Blackford | | 39,916,596 | | 760,475 | | 2,312,795 |
| Dr. Lisa Egbuonu-Davis | | 39,845,016 | | 832,055 | | 2,312,795 |
| Patrick J. O’Leary | | 40,149,326 | | 527,745 | | 2,312,795 |
| Dr. Julie Shimer | | 39,726,238 | | 950,833 | | 2,312,795 |
| Joseph F. Woody | | 40,385,119 | | 291,952 | | 2,312,795 |
Proposal No. 2. The Company’s stockholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows:
| | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain |
| Appointment of Deloitte & Touche LLP | 42,503,768 | | 435,813 | | 50,285 |
Proposal No. 3. The Company’s stockholders approved Proposal No. 3. The votes cast on Proposal No. 3 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker non-votes |
| Approval of NEO compensation | 38,515,084 | | 2,104,432 | | 57,555 | | 2,312,795 |
Item 9.01 Financial Statements and Exhibits
(e)Exhibits.
| | | | | | | | |
| 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: | April 29, 2024 | | By: | /s/ Mojirade James |
| | | | Mojirade James
Senior Vice President and General Counsel |
