Skip to main content

Enovis CORP

For the period ended May 20, 2024. Filed Apr 5, 2024.

View on SEC.gov

About 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

ENOV$27.16-5.1%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
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
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.

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 Statement1

Voting Matters

We are asking you to vote on the following proposals at the Annual Meeting:

ProposalBoard Vote RecommendationPage Reference
Proposal 1 – Election of DirectorsFOR each director nominee9
Proposal 2 – Approval of AuditorFOR24
Proposal 3 – Say-on-PayFOR58
Proposal 4 – Approval of an amendment to the Enovis Corporation 2020 Omnibus Incentive PlanFOR59
Proposal 5 – Approval of an amendment to the Company’s Certificate of IncorporationFOR69

Board and Governance Highlights

∎Refreshed and experienced Board, with four new directors appointed since April 2022
∎Strong Lead Independent Director
∎60% of Board is female and/or racially or ethnically diverse
∎Female directors hold key Board leadership positions, including Lead Independent Director and Compensation and Human Capital Management Committee Chair
∎Anti-hedging, anti-pledging, and clawback policies
∎Robust stock ownership requirements for officers and directors
∎Majority voting standard in uncontested director elections
∎No stockholder rights plan
2- 2024 Proxy Statement

Board Nominees (page 10)

The following table provides summary information about each director nominee:

NameAgeDirector SinceOccupationIndependentCommittee MembershipsOther Public Boards
Matthew L. Trerotola572015Chief Executive Officer, Enovis CorporationN/A∎ AptarGroup, Inc.
Barbara W. Bodem562022Former Chief Financial Officer, Hill-Rom Holdings, Inc.üAudit∎ BioMarin Pharmaceutical, Inc. ∎ Option Care Health, Inc.
Liam J. Kelly572020President and Chief Executive Officer, Teleflex IncorporatedüNominating∎ Teleflex Incorporated
Angela S. Lalor582022Retired Senior VP, Human Resources, Danaher CorporationüCHCM (Chair)None
Philip A. Okala552021Chief Operating Officer, Tufts MedicineüAuditNone
Christine Ortiz532022Morris Cohen Professor of Materials Science and Engineering at Massachusetts Institute of TechnologyüNominating∎ Mueller Water Products, Inc.
A. Clayton Perfall652010Former Operating Executive, Tailwind CapitalüAudit (Chair)None
Brady Shirley582022Executive Advisor (former President and Chief Operating Officer), Enovis CorporationN/ANone
Rajiv Vinnakota532008President, Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation)üCHCM Nominating (Chair)∎ ESAB Corporation
Sharon Wienbar622016Former Venture Partner, Scale Venture PartnersüCHCM∎ Resideo Technologies, Inc.
- 2024 Proxy Statement3

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 COO9/10
Other public company board experience7/10
Related MedTech industry experience9/10
Broad international experience6/10
Extensive M&A or capital markets experience7/10
Tech/R&D/Innovation experience
Enterprise IT/Cybersecurity experience5/10
Sustainability/CSR experience6/10
Organizational management and leadership development10/10
Finance, accounting or risk management experience7/10
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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.