UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of an Amendment to the Enovis Corporation 2020 Omnibus Incentive Plan
At the Annual Meeting of Stockholders of Enovis Corporation (the “Company”) held on May 19, 2026 (the “Annual Meeting”), the Company’s stockholders voted on and approved an amendment to the Company’s 2020 Omnibus Incentive Plan (the “2020 Plan Amendment”). The 2020 Plan Amendment was previously adopted by the Company’s Board of Directors (the “Board”) on March 31, 2026, subject to the approval of the Company’s stockholders.
The 2020 Plan Amendment (i) authorizes an additional 3,650,000 shares of the Company’s common stock, par value $0.001 per share, for issuance under the 2020 Omnibus Incentive Plan and (ii) increases the maximum aggregate dollar value of equity-based awards and cash compensation that may be granted to any Outside Director (as defined in the 2020 Plan) during any calendar year from $350,000 to $750,000; provided however, that in the calendar year in which an Outside Director is newly-elected or appointed director or newly-designated as lead director or chair, the maximum aggregate dollar value of equity-based and cash compensation granted to the Outside Director may be up to two hundred percent (200%) of the foregoing limit. The additional shares of common stock authorized to be issued under the 2020 Omnibus Incentive Plan pursuant to the 2020 Plan Amendment will be registered pursuant to a registration statement on Form S-8.
A description of the 2020 Omnibus Incentive Plan, as amended, is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 6, 2026 (the “Proxy Statement”) in the section entitled “Proposal 4: Approval of an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan,” which description is incorporated herein by reference.
The foregoing description of the 2020 Plan Amendment is qualified by the full text of the 2020 Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 19, 2026, the Company held its Annual Meeting, at which five proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Proxy Statement. The final results for each proposal are set forth below:
Proposal 1- Election of Directors:
The Company’s stockholders elected ten directors to the Board (to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified). The votes regarding this proposal were as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Barbara W. Bodem | 51,537,774 | 226,376 | 14,689 | 2,032,985 | ||||
| Liam J. Kelly | 51,552,655 | 213,001 | 13,183 | 2,032,985 | ||||
| Angela S. Lalor | 51,269,131 | 495,519 | 14,189 | 2,032,985 | ||||
| Damien McDonald | 51,222,667 | 545,650 | 10,522 | 2,032,985 | ||||
| Philip A. Okala | 51,540,973 | 223,651 | 14,215 | 2,032,985 | ||||
| Christine Ortiz | 51,552,061 | 207,769 | 19,009 | 2,032,985 | ||||
| A. Clayton Perfall | 50,959,268 | 805,763 | 13,808 | 2,032,985 | ||||
| Brady Shirley | 50,994,745 | 773,196 | 10,898 | 2,032,985 | ||||
| Rajiv Vinnakota | 51,206,665 | 557,399 | 14,775 | 2,032,985 | ||||
| Sharon Wienbar | 51,553,287 | 209,586 | 15,966 | 2,032,985 |
Proposal 2- Ratification of appointment of independent registered accounting firm:
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The votes regarding this proposal were as follows:
| For | Against | Abstain | ||
| 52,862,698 | 927,580 | 21,546 |
Proposal 3- Advisory vote on the executive compensation of the named executive officers:
The Company’s stockholders approved, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 49,531,111 | 2,175,335 | 72,393 | 2,032,985 |
Proposal 4- Approve an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan:
The Company’s stockholders approved an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan. The votes regarding this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 50,391,554 | 1,295,073 | 92,212 | 2,032,985 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Third Amendment to Enovis Corporation 2020 Omnibus Incentive Plan |
| 104 | Cover Page Interactive Data File – The cover page from this Current Report on Form 8-K is formatted in Inline XBRL |
SIGNATURES
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: May 19, 2026
| ENOVIS CORPORATION | ||
| By: | /s/ Bradley J. Tandy | |
| Name: | Bradley J. Tandy | |
| Title: | Senior Vice President and | |
| Chief Legal Officer | ||
Exhibit 10.1
THIRD AMENDMENT
TO THE
ENOVIS CORPORATION 2020 OMNIBUS INCENTIVE PLAN
WHEREAS, Enovis Corporation, a Delaware corporation, formerly named Colfax Corporation (the “Company”), established and sponsors the Enovis Corporation 2020 Omnibus Incentive Plan, as amended (the “Plan”);
WHEREAS, pursuant to Section 5.3 of the Plan, the Board of Directors of the Company (the “Board”) reserved the right to amend the Plan at any time;
WHEREAS, pursuant to Section 6.3 of the Plan, the aggregate dollar value of equity-based awards (based on the Grant Date Fair Market Value of such awards) and cash compensation granted under the Plan or otherwise to any Outside Director during any calendar year may not exceed $350,000;
WHEREAS, the Board desires to amend the Plan to increase the annual aggregate dollar value limitation applicable to equity-based awards and cash compensation granted under the Plan to Outside Directors from $350,000 to $750,000;
WHEREAS, as a result of the one-for-three reverse stock split of the common stock, $0.001 par value per share, of the Company (the “Stock”) and pursuant to Section 17 of the Plan, the aggregate number of remaining shares of Stock reserved and available for issuance under Section 4.1 of the Plan was reduced to 1,080,024 at such time;
WHEREAS, the stockholders of the Company approved the First Amendment to the Plan on June 7, 2022, authorizing an additional 745,000 shares Stock for issuance under the Plan and then further approved the Second Amendment to the Plan on May 20, 2024, authorizing an additional 2,100,000 shares of Stock for issuance under the Plan; and
WHEREAS, the Board desires to further amend the Plan to add an additional 3,650,000 shares of Stock for issuance under the Plan.
NOW, THEREFORE, pursuant to the power reserved by Section 5.3 of the Plan, the Board amends the Plan as follows, subject to and effective upon approval by the Company’s stockholders at the Annual Meeting to be held on May 19, 2026 (the “2026 Annual Meeting”). Defined terms used herein, but not otherwise defined in this Third Amendment, shall have the meanings ascribed to them in the Plan:
| 1. | Section 4.1 containing the aggregate number of shares of Stock reserved and available for issuance pursuant to Awards granted under the Plan is hereby amended in its entirety to read: |
“4.1 Number of Shares. Subject to the Share Counting rules set forth in Section 4.4 and to adjustment as provided in Section 17, the aggregate number of shares of Stock reserved and available for issuance pursuant to Awards granted under the Plan shall be 7,971,666 shares, which number may be increased by the number of shares available for issuance under a stockholder-approved plan of a business entity that is a party to an acquisition, merger or other transaction in which the Company or an Affiliate acquires the business entity (as appropriately adjusted, if necessary, to reflect such transaction) (“Total Available Shares”).”
| 2. | Section 4.2 containing the maximum number of shares of Stock that may be issued upon exercise of Incentive Stock Options granted under the Plan is hereby amended in its entirety to read: |
“4.2 Incentive Stock Options. The maximum number of shares of Stock that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 7,971,666 shares, subject to adjustment as provided in Section 17.”
| 3. | Section 6.3 containing the limitation on Award to Outside Directors granted under the Plan is hereby amended in its entirety to read: |
“6.3 Limitation on Awards to Outside Directors. The aggregate dollar value of equity-based (based on the Grant Date’s Fair Market Value of equity-based Awards) and cash compensation granted under this Plan or otherwise during any calendar year to any Outside Director shall not exceed $750,000; provided, however that in the calendar year in which an Outside Director first joints the Board or is first designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation granted to the Outside Director may be up to two hundred percent (200%) of the foregoing limit.”
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Third Amendment, having been first duly authorized, approved and adopted by the Board, and approved by the Company’s stockholders at the 2026 Annual Meeting, is hereby executed below by a duly authorized officer of the Company on this 19th day of May, 2026.
| ENOVIS CORPORATION | ||
| By: | /s/ Bradley J. Tandy | |
| Name: | Bradley J. Tandy | |
| Title: | Senior Vice President and Chief Legal Officer | |