Form 8-K
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
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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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