| • | net earnings or net income; |
| • | pre-tax earnings per share; |
| • | share price, including growth measures and total stockholder return; |
| • | earnings before interest and taxes; |
| • | earnings before interest, taxes, depreciation and/or amortization; |
| • | earnings before interest, taxes, depreciation and/or amortization as adjusted to exclude any one or more of the following: |
| • | stock-based compensation expense; |
| • | income from discontinued operations; |
| • | gain on cancellation of debt; |
| • | debt extinguishment and related costs; |
| • | restructuring, separation and/or integration charges and costs; |
| • | reorganization and/or recapitalization charges and costs; |
| • | gain or loss related to investments; |
| • | sales and use tax settlement; and |
| • | gain on non-monetary transaction. |
| • | sales or revenue growth, whether in general, by type of product or service, or by type of customer; |
| • | gross or operating margins; |
| • | return measures, including total shareholder return, return on assets, capital, investment, equity, sales or revenue; |
| • | free cash flow, defined as earnings before interest, taxes, depreciation and/or amortization (as adjusted to exclude any one or more of the items that may be excluded pursuant to earnings before interest, taxes, depreciation and/or amortization above) less capital expenditures; |
| • | cash flow return on equity; and |
| • | cash flow return on investment. |
| • | working capital targets; |
| • | completion of acquisitions of businesses or companies (including metrics resulting from the same such as revenue or margin); |
| • | completion of divestitures and asset sales; |
| - 2024 Proxy Statement | A-23 |
| • | debt repayment targets, and debt/equity ratios; |
| • | bookings or completion of orders (including metrics resulting from the same such as revenue or margin); |
| • | project bookings, milestones or completion (including metrics related to the same such as revenue or margin); and |
| • | any combination of the foregoing business criteria. |
| A-24 | - 2024 Proxy Statement |
|---|
FIRST 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 (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, as a result ofthe 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; and
WHEREAS, the Board desires to amend the Plan to add an additional 745,000 shares of Stock of the Company 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 June 7, 2022 (the “2022 Annual Meeting”). Defined terms used herein, but not otherwise defined in this First 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 2,221,666 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 2,221,666 shares, subject to adjustment as provided in Section 17.”
| 3. | Section 6.4 containing the maximum number of shares of Stock underlying Awards to any one Grantee during any fiscal year of the Company shall be amended in its entirety to read: |
“6.4 Maximum Awards. Subject to adjustment as provided in Section 17, the maximum number of shares of Stock underlying Awards to any one Grantee during any fiscal year of the Company shall be 333,333.”
IN WITNESS WHEREOF, this First Amendment, having been first duly authorized, approved and adopted by the Board, and approved by the Company’s stockholders at the 2022 Annual Meeting, is hereby executed below by a duly authorized officer of the Company on this 7 th day of June, 2022.
| ENOVIS CORPORATION |
|---|
| By: | /s/ Bradley J. Tandy |
|---|
| Name: | Bradley J. Tandy |
|---|
| Title: | Senior Vice President and General Counsel |
|---|
| - 2024 Proxy Statement | A-25 |
| Appendix B | AMENDMENT TO THE ENOVIS CORPORATION 2020 OMNIBUS INCENTIVE PLAN |
|---|
Enovis Corporation, a Delaware corporation, sets forth herein the terms of its Amendment to the 2020 Omnibus Incentive Plan, as follows:
SECOND 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, as a result of theone-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;
WHEREAS, the stockholders of the Company approved the First Amendment to the Plan on June 7, 2022, authorizing an additional 745,000 shares of common stock for issuance under the Plan; and
WHEREAS, the Board desires to amend the Plan to add an additional 2,100,000 shares of Stock of the Company 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 20, 2024 (the “2024 Annual Meeting”). Defined terms used herein, but not otherwise defined in this Second 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 4,321,666 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 4,321,666 shares, subject to adjustment as provided in Section 17.”
IN WITNESS WHEREOF, this Second Amendment, having been first duly authorized, approved and adopted by the Board, and approved by the Company’s stockholders at the 2024 Annual Meeting, is hereby executed below by a duly authorized officer of the Company on this day of , 2024.
By:
Name:
Title:
| - 2024 Proxy Statement | B-1 |
| Appendix C | FORM OF AMENDMENT TO CERTIFICATE OF INCORPORATION |
|---|
Section 5.3 of the Company’s Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:
“No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the Delaware General Corporation Law; or (d) for any transaction from which the director derived an improper personal benefit. No officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, provided that this provision shall not eliminate or limit the liability of an officer to the extent such limitation is not permitted under the Delaware General Corporation Law as the same exists or may hereafter be amended. Any repeal or modification of this Article 5.3 shall be prospective only and shall not adversely affect any right or protection of, or any limitation of the liability of, a directoror officer of the Corporation existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal or modification.”
| - 2024 Proxy Statement | C-1 |
ENOVIS CORPORATION 2711 CENTERVILLE ROAD SUITE 400 WILMINGTON, DE 19808 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time on May 19, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/ENOV2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time on May 19, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V39455-P08478-Z87179 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ENOVIS CORPORATION Company Proposals The Board of Directors recommends you vote FOR each of the nominees listed below: 1. Election of Directors Nominees: 1a. Matthew L. Trerotola 1b. Barbara W. Bodem 1c. Liam J. Kelly 1d. Angela S. Lalor 1e. Philip A. Okala 1f. Christine Ortiz 1g. A. Clayton Perfall 1h. Brady Shirley 1i. Rajiv Vinnakota 1j. Sharon Wienbar For Against Abstain The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5. 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. 3. To approve on an advisory basis the compensation of our named executive officers. 4. To approve an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan. 5. To approve an amendment to our Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding the exculpation of officers. For Against Abstain NOTE: I authorize the proxies to vote according to their discretion on such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of 2024 Annual Meeting and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. V39456-P08478-Z87179STOCKHOLDERS' PROXY SOLICITED BY THE BOARD OF DIRECTORS OF ENOVIS CORPORATION Matthew L. Trerotola and Sharon Wienbar, or either of them, each with the full power of substitution, are hereby authorized to represent and to vote all of the shares of ENOVIS CORPORATION common stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders of ENOVIS CORPORATION to be held virtually at 1:00 p.m., Eastern Daylight Time, on Monday, May 20, 2024 at www.virtualshareholdermeeting.com/ENOV2024, and at any adjournment or postponement of the meeting. The above named proxies will vote the shares represented hereby as directed on the other side of this card, and if no such direction is made, the above named proxies will vote "FOR" the election of all the nominees listed under Proposal 1, and "FOR" Proposals 2, 3, 4 and 5. The above named proxies may vote according to their discretion on any other matter which may properly come before the meeting or any adjournment or postponement thereof. The undersigned may revoke this proxy prior to its exercise. Please fill the appropriate boxes, sign and date on the other side of this card.