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Form 8-K

sec.gov

8-K — Enovis CORP

Accession: 0001493152-26-024438

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0001420800

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

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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 19, 2026

Enovis

Corporation

(Exact

name of registrant as specified in its charter)

Delaware

001-34045

54-1887631

(State

or other jurisdiction

of

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

2711

Centerville Road, Suite 400

Wilmington,

DE 19808

(Address

of principal executive offices) (Zip Code)

(302)

252-9160

(Registrant’s

telephone number, including area code)

Not

applicable

(Former

name or former address, if changed since last report)

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):

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 Symbol(s)

Name of each

exchange on which registered

Common Stock, par value

$0.001 per share

ENOV

New York Stock Exchange

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 checkmark 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 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

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

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

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