8-K

CONMED Corp (CNMD)

8-K 2025-07-07 For: 2025-07-07
View Original
Added on April 09, 2026

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):

July 7, 2025

CONMED CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 001-39218 16-0977505
(State or other jurisdiction of<br><br>incorporation or organization) (Commission File Number) (I.R.S. Employer <br><br>Identification No.)
11311<br> Concept Blvd<br><br> Largo, FL 33773
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(Address of principal executive offices) (Zip code)

(727)

392-6464

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (See General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Rule 12(b) of the Act

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value CNMD NYSE

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 ¨

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.

On July 7, 2025, CONMED Corporation (the “Company”) announced that independent director Martha Aronson resigned from the Company’s Board of Directors effective as of July 7, 2025. There were no disagreements between the Company and Ms. Aronson, who is resigning to assume a leadership role at another organization.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by the Company on July 7, 2025 announcing Ms. Aronson’s resignation is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1 Press Release, dated July 7, 2025, issued by CONMED Corporation.
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
1

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.

Date: July 7, 2025 CONMED CORPORATION
(Registrant)
By: /s/ Todd W. Garner
Name: Todd W. Garner
Title: Executive Vice President, Finance and Chief Financial Officer
2

Exhibit 99.1

NEWS RELEASE
CONTACT:
CONMED Corporation
Todd Garner
Chief Financial Officer
ToddGarner@conmed.com

Martha Aronson to Step Down fromCONMED Board of Directors Following Appointment as President and Chief Executive Officer of Merit Medical Systems, Inc.


Largo,Fla. – July 7, 2025 – CONMED Corporation (NYSE: CNMD) today announced that Martha Aronson will be stepping down from the company’s Board of Directors to assume the role of President and Chief Executive Officer at Merit Medical, a global leader in the development, manufacture and distribution of proprietary medical devices. Mrs. Aronson’s resignation from the Board will be effective July 7, 2025, as she transitions to her new leadership responsibilities.

“We are sincerely grateful to Martha for her years of dedicated service to CONMED,” said Pat Beyer, President and Chief Executive Officer of CONMED. “Her guidance and expertise have been invaluable to our Board and to me personally as I stepped into the CEO role. We will miss her thoughtful leadership and wish her continued success in this exciting next chapter.”

LaVerne Council, Chair of the Board of Directors, added, “On behalf of the entire Board, I want to thank Martha for her outstanding contributions to CONMED. Her strategic insight and unwavering commitment to excellence have helped shape the company’s direction and success. We wish her all the best as she takes on this new opportunity as President and CEO of Merit Medical.”

Ms. Aronson joined the CONMED Board in February 2016 and served in various leadership capacities, including as Chair of the Board. Her tenure has been marked by a focus on strategic growth, governance excellence, and a deep commitment to the company’s mission and values.

AboutCONMED Corporation

CONMED is a medical technology company that provides devices and equipment for surgical procedures. The Company’s products are used by surgeons and other healthcare professionals in a variety of specialties including orthopedics, general surgery, gynecology, thoracic surgery, and gastroenterology. For more information, visit www.conmed.com.

Forward-LookingStatements

This press release may contain forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties, which could cause actual results, performance, or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. For example, in addition to general industry and economic conditions, factors that could cause actual results to differ materially from those in the forward-looking statements may include, but are not limited to the risk factors discussed in the Company’s Annual Report on Form 10-K for the full year ended December 31, 2024, listed under the heading Forward-Looking Statements in the Company’s most recently filed Form 10-Q and other risks and uncertainties, which may be detailed from time to time in reports filed by CONMED with the SEC. Any and all forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going-forward basis. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct.