Avanos Medical Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$AVNS
Industrial Specialties
Health Care
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): April 24, 2025
(Exact name of registrant as specified in its charter)
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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 (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders
The 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Avanos Medical, Inc. (the “Company”) was held on April 24, 2025 at the Company’s headquarters in Alpharetta, Georgia. A total of 43,080,796 shares of the Company’s common stock were represented at the 2025 Annual Meeting in person or by proxy, constituting approximately 93.64% of the outstanding shares entitled to vote at the 2025 Annual Meeting.
At the 2025 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 14, 2025:
1.To elect Gary D. Blackford, Dr. Lisa Egbuonu-Davis, Indrani L. Franchini, Patrick J. O’Leary and Dr. Julie Shimer 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 2025 (“Proposal No. 2”);
3.To approve, on an advisory basis, the compensation of the Company’s named executive officers, or NEOs (“Proposal No. 3”); and
4.To approve an amendment to the Company’s 2021 Long Term Incentive Plan to increase the number of shares of the Company’s common stock reserved for issuance thereunder by 2,250,000 shares (“Proposal No. 4”).
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 | 36,949,645 | 3,458,636 | 2,672,515 | |||||||||||||||||
| Dr. Lisa Egbuonu-Davis | 37,778,898 | 2,629,383 | 2,672,515 | |||||||||||||||||
| Indrani L. Franchini | 37,780,471 | 2,627,810 | 2,672,515 | |||||||||||||||||
| Patrick J. O’Leary | 37,180,234 | 3,228,047 | 2,672,515 | |||||||||||||||||
| Dr. Julie Shimer | 36,625,573 | 3,782,708 | 2,672,515 | |||||||||||||||||
Proposal No. 2. The Company’s stockholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows:
| For | Withhold | Broker non-votes | ||||||||||||||||||
| Appointment of Deloitte & Touche LLP | 40,766,241 | 2,296,947 | 17,608 | |||||||||||||||||
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 | 35,672,316 | 4,673,084 | 62,881 | 2,672,515 | ||||||||||||||||||||||
Proposal No. 4. The Company’s stockholders approved Proposal No. 4. The votes cast on Proposal No. 4 were as follows:
| For | Against | Abstain | Broker non-votes | |||||||||||||||||||||||
| Amendment of the 2021 Long Term Incentive Plan | 27,323,694 | 13,019,693 | 64,894 | 2,672,515 | ||||||||||||||||||||||
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: | April 25, 2025 | By: | /s/ Mojirade James | |||||||||||
| Mojirade James Senior Vice President and General Counsel | ||||||||||||||