Enovis CORP
For the period ended May 20, 2024. Filed Apr 5, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2024 · Filed Apr 5, 2024
Contents
PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.
Annual Meeting of Stockholders
| Date and Time: | Monday, May 20, 2024 at 1:00 p.m., Eastern Time |
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| Location: | Via live webcast at www.virtualshareholdermeeting.com/ENOV2024 |
| Record Date: | March 25, 2024 |
Availability of Proxy Materials – Use of Notice and Access
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 20, 2024: Our Annual Report to Stockholders and this Proxy Statement are available atwww.proxyvote.com.
Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission, we have elected to provide stockholders access to our proxy materials primarily over the Internet. Accordingly, on or about April 5, 2024, we sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to vote at the Annual Meeting as of the close of business on March 25, 2024, the record date of the meeting. The Notice includes instructions on how to access our proxy materials over the Internet and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically bye-mail on an ongoing basis.
Choosing to receive your future proxy materials bye-mail will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials bye-mail, you will receive ane-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials bye-mail will remain in effect until you terminate it.
Who May Vote
You may vote if you were a stockholder of record at the close of business on March 25, 2024, the record date.
How to Cast Your Vote
You can vote by any of the following methods:
| Via the internet (www.proxyvote.com) through May 19, 2024; | |
| By telephone (1-800-690-6903) through May 19, 2024; | |
| By completing, signing and returning your proxy by mail in the envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NJ 11717 by May 19, 2024; or | |
| ✓ | Via virtual attendance and voting at the Annual Meeting. To attend the Annual Meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/ENOV2024 and enter your control number. Once admitted, you may vote by following the instructions available on the meeting website. If you are a beneficial stockholder who owns shares in street name and have questions about your control number or how to obtain one, please contact the bank, broker or other nominee who holds your shares. |
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If you are a beneficial stockholder who owns your shares in street name, the availability of online or telephone voting may depend on the voting procedures of the organization that holds your shares.
| - 2024 Proxy Statement | 1 |
Voting Matters
We are asking you to vote on the following proposals at the Annual Meeting:
| Proposal | Board Vote Recommendation | Page Reference |
|---|---|---|
| Proposal 1 – Election of Directors | FOR each director nominee | 9 |
| Proposal 2 – Approval of Auditor | FOR | 24 |
| Proposal 3 – Say-on-Pay | FOR | 58 |
| Proposal 4 – Approval of an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan | FOR | 59 |
| Proposal 5 – Approval of an amendment to the Company’s Certificate of Incorporation | FOR | 69 |
Board and Governance Highlights
| ∎ | Refreshed and experienced Board, with four new directors appointed since April 2022 |
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| ∎ | Strong Lead Independent Director |
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| ∎ | 60% of Board is female and/or racially or ethnically diverse |
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| ∎ | Female directors hold key Board leadership positions, including Lead Independent Director and Compensation and Human Capital Management Committee Chair |
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| ∎ | Anti-hedging, anti-pledging, and clawback policies |
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| ∎ | Robust stock ownership requirements for officers and directors |
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| ∎ | Majority voting standard in uncontested director elections |
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| ∎ | No stockholder rights plan |
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| 2 | - 2024 Proxy Statement |
Board Nominees (page 10)
The following table provides summary information about each director nominee:
| Name | Age | Director Since | Occupation | Independent | Committee Memberships | Other Public Boards |
|---|---|---|---|---|---|---|
| Matthew L. Trerotola | 57 | 2015 | Chief Executive Officer, Enovis Corporation | N/A | ∎ AptarGroup, Inc. | |
| Barbara W. Bodem | 56 | 2022 | Former Chief Financial Officer, Hill-Rom Holdings, Inc. | ü | Audit | ∎ BioMarin Pharmaceutical, Inc. ∎ Option Care Health, Inc. |
| Liam J. Kelly | 57 | 2020 | President and Chief Executive Officer, Teleflex Incorporated | ü | Nominating | ∎ Teleflex Incorporated |
| Angela S. Lalor | 58 | 2022 | Retired Senior VP, Human Resources, Danaher Corporation | ü | CHCM (Chair) | None |
| Philip A. Okala | 55 | 2021 | Chief Operating Officer, Tufts Medicine | ü | Audit | None |
| Christine Ortiz | 53 | 2022 | Morris Cohen Professor of Materials Science and Engineering at Massachusetts Institute of Technology | ü | Nominating | ∎ Mueller Water Products, Inc. |
| A. Clayton Perfall | 65 | 2010 | Former Operating Executive, Tailwind Capital | ü | Audit (Chair) | None |
| Brady Shirley | 58 | 2022 | Executive Advisor (former President and Chief Operating Officer), Enovis Corporation | N/A | None | |
| Rajiv Vinnakota | 53 | 2008 | President, Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation) | ü | CHCM Nominating (Chair) | ∎ ESAB Corporation |
| Sharon Wienbar | 62 | 2016 | Former Venture Partner, Scale Venture Partners | ü | CHCM | ∎ Resideo Technologies, Inc. |
| - 2024 Proxy Statement | 3 |
Our ten director nominees are current directors and have diverse backgrounds, skills and experience, which the Board believes contributes to the effective oversight of the Company. The following charts summarize the diversity, skills and experience of our Board members:
Skills and Attributes
| Current or former CEO, CFO or COO | 9/10 | |
| Other public company board experience | 7/10 | |
| Related MedTech industry experience | 9/10 | |
| Broad international experience | 6/10 | |
| Extensive M&A or capital markets experience | 7/10 | |
| Tech/R&D/Innovation experience | ||
| Enterprise IT/Cybersecurity experience | 5/10 | |
| Sustainability/CSR experience | 6/10 | |
| Organizational management and leadership development | 10/10 | |
| Finance, accounting or risk management experience | 7/10 |
| 4 | - 2024 Proxy Statement |
In accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”), to be elected each director nominee must receive a majority of the votes cast with respect to that director’s election. Incumbent directors nominated for election by the Board are required, as a condition to such nomination, to submit a conditional letter of resignation to the Chair of the Board. In the event that a nominee for director does not receive a majority of the votes cast at the Annual Meeting with respect to his or her election, the Board will promptly consider whether to accept or reject the conditional resignation of that nominee, or whether other action should be taken. The Board will then take action and will publicly disclose its decision and the rationale behind it no later than 90 days following the certification of election results.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.