8-K

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: February 28, 2023

(Date of earliest event reported)

Commission file number 001-36440

AVANOS MEDICAL, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02(d)        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2023, the Board of Directors (the “Board”) of Avanos Medical, Inc. (the “Company”) appointed Dr. Lisa Egbuonu-Davis to the Board, effective March 6, 2023. The appointment of Dr. Egbuonu-Davis fills a vacancy on the Board. The Board also appointed Dr. Egbuonu-Davis to serve on the Company’s Compliance Committee and Governance Committee. In addition, the Board nominated Dr. Egbuonu-Davis for election as a director at the Company’s 2023 Annual Meeting of Stockholders, to hold such position for a one-year term ending at the 2024 Annual Meeting of Stockholders.

Dr. Egbuonu-Davis was not selected pursuant to any arrangement or understanding between her and any other persons. There are no transactions between Dr. Egbuonu-Davis and the Company that would be reportable under Item 404(a) of Regulation S-K.

Dr. Egbuonu-Davis will participate in the Company’s Outside Directors’ Compensation Plan, pursuant to which Dr. Egbuonu-Davis will receive: (i) an annual cash retainer of $70,000 for her service on the Board; (ii) annual cash compensation of $7,500 for her service on the Compliance Committee; (iii) annual cash compensation of $5,000 for her service on the Governance Committee; and (iv) an annual grant of restricted share units with a value of $190,000. In addition, the Company will reimburse Dr. Egbuonu-Davis for the expenses she incurs in attending Board and committee meetings. Dr. Egbuonu-Davis’s compensation for 2023 will be prorated based on the effective date of her appointment.

Item 7.01    Regulation FD Disclosure

On March 6, 2023, the Company issued a press release announcing the appointment of Dr. Egbuonu-Davis to the Board and the Company’s Compliance Committee and Governance Committee. A copy of such press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “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. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01    Financial Statements and Exhibits

(d)Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

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.

Document

Exhibit 99.1

Avanos Medical, Inc. Appoints Dr. Lisa Egbuonu-Davis to Board of Directors

ALPHARETTA, Ga., March 6, 2023 / PRNewswire / -- Avanos Medical, Inc. (NYSE: AVNS) today announced that Dr. Lisa Egbuonu-Davis, MD, currently vice president, medical innovations for DH Diagnostics, LLC, an affiliate of Danaher Corporation, has been appointed as a new independent member of the Avanos board of directors and will serve as a member of the compliance and governance committees.

“We are pleased and excited to welcome Lisa Egbuonu-Davis to the Avanos Board," commented Gary Blackford, Avanos board chair. "Her deep strategic and operational expertise in the healthcare sector will be invaluable to Avanos as we continue to develop our business and pursue our mission to get patients back to the things that matter."

“I feel strongly that population health is everyone’s responsibility, and Avanos is committed to creating innovative healthcare solutions to address some of today’s most important healthcare needs, including reducing the use of opioids,” said Egbuonu-Davis. “I am thrilled to join its Board as a new independent director.”

From 2015 to 2019, Egbuonu-Davis served as vice president, global patient centered outcomes and solutions at Sanofi, Inc., where she created patient programs, services, and tools to enhance health outcomes in patients with chronic conditions.

Prior to Sanofi, Egbuonu-Davis co-founded and served as director for ROI Squared, LLC, a privately held life science company focused on diagnostic medical devices, and served as managing director for LED Enterprise, LLC, where she advised biopharmaceutical companies and trade associations on healthcare reform, technology assessment, quality metrics and incentives and implications for research and services.

She also served in senior advisor roles for Avalere Health and Booz Allen Hamilton, as well as in various roles over 13 years at Pfizer, Inc., where she led clinical and outcomes research departments, supported product value assessments in support of reimbursement and adoption, and influenced product investment and development decisions.

Egbuonu-Davis earned a bachelor’s degree in biology from MIT and an MBA in healthcare management from Wharton, as well as an M.D. and an M.S. in public health from Johns Hopkins. She completed her pediatric residency at Children’s Hospital of Philadelphia (board-certified in pediatrics). She has served on the Johns Hopkins Medicine board of trustees since 2021 and the national advisory council for the Johns Hopkins University School of Education since 2007.

Exhibit 99.1

With this new appointment, the Avanos board now comprises six directors, five of whom are independent, including two women, one of whom is ethnically diverse.

About Avanos Medical, Inc.

Avanos Medical, Inc. (NYSE: AVNS) is a medical technology company focused on delivering clinically superior medical device solutions that will help patients get back to the things that matter. Headquartered in Alpharetta, Georgia, we are committed to addressing some of today’s most important healthcare needs, including providing a vital lifeline for nutrition to patients from hospital to home, and reducing the use of opioids while helping patients move from surgery to recovery. We develop, manufacture and market our recognized brands globally and hold leading market positions in multiple categories across our portfolio. For more information, visit Avanos.com and follow Avanos Medical on Twitter (@AvanosMedical), LinkedIn and Facebook.

SOURCE Avanos Medical, Inc.

For further information: Investor Contact: Michael Greiner, Avanos Medical, Inc., Investor.Relations@Avanos.com; Media Contact: Katrine Kubis, Avanos Medical, Inc., CorporateCommunications@Avanos.com