8-K
CONMED Corp (CNMD)
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): May 24, 2023
CONMED CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-39218 | 16-0977505 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> <br>File Number) | (IRS. Employer<br> <br>Identification No.) |
11311 Concept Blvd
Largo, Florida 33773
(Address of principal executive offices, including 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 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<br>Symbol | Name of each exchange<br> <br>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 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
The Annual Meeting was held on May 24, 2023. Holders of CONMED common stock were entitled to elect nine directors. On all matters which came before the Annual Meeting, holders of CONMED common stock were entitled to one vote for each share held. Proxies for 29,077,857 of the 30,560,476 shares of CONMED common stock entitled to vote were received in connection with the Annual Meeting.
The following table sets forth the names of the nine persons elected at the Annual Meeting to serve as directors until the first annual meeting of shareholders following the end of the Company’s fiscal year ending December 31, 2023 and the number of votes cast for, against or withheld with respect to each person.
1. Election of Directors
| Director | Votes Received | Votes Withheld | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| David Bronson | 27,586,738 | 657,437 | 833,681 | |||
| Brian Concannon | 27,642,732 | 601,443 | 833,681 | |||
| LaVerne Council | 27,667,570 | 576,605 | 833,681 | |||
| Charles Farkas | 27,727,684 | 516,491 | 833,681 | |||
| Martha Goldberg Aronson | 27,755,357 | 488,818 | 833,681 | |||
| Curt R. Hartman | 26,827,280 | 1,416,895 | 833,681 | |||
| Jerome J. Lande | 27,728,984 | 515,191 | 833,681 | |||
| Barbara Schwarzentraub | 27,642,528 | 601,647 | 833,681 | |||
| John L. Workman | 27,774,331 | 469,844 | 833,681 |
Management Proposals
| For | Against | Abstain | Broker<br> <br>Non-Votes | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2. Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 | 26,610,832 | 2,461,523 | 5,501 | 0 | ||||||
| 3. Advisory vote on Named Executive Officer Compensation | 26,472,625 | 1,750,517 | 21,033 | 833,681 | ||||||
| 1 Year | 2 Year | 3 Year | Abstain | Broker<br> <br>Non-Votes | ||||||
| 4. Advisory vote on Frequency of Advisory Vote on Named Executive Officer Compensation | 27,903,715 | 9,418 | 323,593 | 7,449 | 833,681 | |||||
| For | Against | Abstain | Broker<br> <br>Non-Votes | |||||||
| 5. Amend Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Exculpation of Certain Officers | 22,637,046 | 5,595,512 | 11,617 | 833,681 | ||||||
| Item 8.01 | Other Events. | |||||||||
| --- | --- |
On May 24, 2023, CONMED Corporation announced it will be paying a quarterly cash dividend of $0.20 per share on July 5, 2023 to all shareholders of record as of June 15, 2023.
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 thereunto duly authorized.
| CONMED CORPORATION | |
|---|---|
| (Registrant) | |
| By: | /s/ Daniel S. Jonas |
| Name: | Daniel S. Jonas |
| Title: | Special Counsel & Corporate Secretary |
Date: May 24, 2023