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CONMED Corp

For the period ended May 20, 2025. Filed Apr 8, 2025.

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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, 2025 · Filed Apr 8, 2025

CNMD$51.50-2.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☑No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Fellow CONMED Stockholder,

On behalf of the Board of Directors and the management team, we want to thank you for your investment in CONMED. We are committed to executing the Company’s long-term strategy, which is focused on empowering healthcare providers to deliver exceptional outcomes for patients, delivering favorable returns for our stockholders, creating an engaging environment for our employees, and driving the long-term success of the business. From that perspective, we are pleased to share with you a few highlights from 2024 and our current strategic focus areas.

Financial Performance:2024 was marked by a mix of successes and setbacks. While our overall sales growth was within the expected range of our clinically differentiated portfolio, we are focused on the long-term opportunity to grow faster than our peers in revenue and profitability. We were able to offset some of thetop-line headwinds with improved profitability driven by product mix and operating leverage. Our adjusted operating margin* for 2024 was 15.5%, an improvement of 150 basis points over 2023. This operating margin expansion contributed to strong growth in adjusted diluted net earnings per share*, which finished the year up 20.9% to $4.17.

CEO Succession: In October 2024, CONMED shared Curt R. Hartman’s plans to retire as President and Chief Executive Officer (CEO) of the Company, though we are fortunate to continue to have his counsel as a Special Advisor. We truly appreciate Curt’s commitment to CONMED and his support in ensuring a smooth and successful transition. We would like to thank Curt for his extraordinary contributions to CONMED over the last ten years, including the transformation of CONMED’s portfolio through growth and diversification, as well as expansion of our business in key markets and categories across both General Surgery and Orthopedics. As a result of this transformation, we have helped thousands of patients lead better lives.

As part of the Board’s ongoing and active succession planning process, the Board conducted an extensive review prior to selecting a new CEO. In January, Patrick (Pat) J. Beyer became CONMED’s President and CEO and joined CONMED’s Board of Directors. Pat has over 30 years of experience in the medical device industry in global commercial, operational, and leadership roles. His career with CONMED began in 2014, when he joined as President of CONMED’s International Business. Since then, Pat has held roles of increasing scope and responsibility, including his most recent position of Chief Operating Officer. Since taking on the role of CEO in January, Pat has focused on further broadening his understanding of CONMED: meeting with global team members, visiting factories, connecting with customers, and meeting with stockholders. The Board has immense confidence that Pat is the right CEO to lead the Company forward.

Board Refreshment: Following nearly ten years of service, John L. Workman informed the Board that he does not intend to stand for reelection at the May 2025 Annual Meeting of Stockholders. We would like to thank John for his years of distinguished service to the Company and the Board. His experience and knowledge, particularly regarding financial matters in the healthcare industry, have been invaluable to the Company.

The Board engaged in a comprehensive process, led by the Corporate Governance and Nominating Committee, to select a new independent director to join our Board. The process included a thorough review of the current skills, experiences, and perspectives present on the Board, and the desired attributes that would best serve CONMED’s long-term sustainable growth. As a result of this process, we are pleased to welcome Mark Kaye as a new director. Mark brings deep expertise in the areas of finance and accounting, as well as a skill set including corporate governance and risk management within the healthcare industry. Both Pat and Mark bring fresh perspectives and diverse experiences that are welcome additions to our Board. For further information on the Board’s approach to Board Refreshment, please seepages 13-16.

Strategic Focus Areas: Our differentiated platforms, including AirSeal, Buffalo Filter, BioBrace, and Foot & Ankle each make a difference in patients’ lives. We will continue to focus on these higher-growth offerings in 2025 and beyond. Additionally, our R&D teams are focused on developing innovative new products and platforms across our Orthopedics and General Surgery product lines.

In 2025, we are laser-focused on resolving the remaining supply challenges within our Orthopedics product line and strengthening our operations. We have engaged atop-tier consulting firm that is helping us drive change more rapidly and turn our supply chain operations into an area of strength for the Company.

CONMED’s Board of Directors and management team are committed to building long-term value at the Company, and values input from our stockholders. We encourage you to read our 2025 Proxy Statement, our 2024 Annual Report to Stockholders, and the other proxy materials and voting instructions on the pages that follow so your shares are represented at the meeting. These materials are also available on the annual meeting website at: https://www.proxydocs.com/CNMD

Sincerely,

Martha Goldberg Aronson Chair of the BoardPatrick J. Beyer President and CEO
*Adjusted operating margin and adjusted diluted net earnings per share are non-GAAP financial measures. Refer to the GAAP to Non-GAAP Reconciliations page for reconciliations to the most directly comparable GAAP financial measures, operating margin and diluted net earnings per share.

Notice of Annual Meeting of Stockholders

Date and Time:Location:
Tuesday, May 20, 2025 1:30 p.m. EDTCONMED Headquarters 11311 Concept Blvd Largo, FL 33773 And the Meeting Website: www.proxydocs.com/CNMD
Record Date:Proxy Mail Date:
March 24, 2025On or about April 8, 2025

To our Stockholders:

The Annual Meeting of Stockholders of CONMED Corporation (“CONMED” or the “Company”) will be held on Tuesday, May 20, 2025, at 1:30 p.m. EDT at the offices of the Company at 11311 Concept Boulevard, Largo FL 33773, and remotely through the internet for the following purposes:

(1)To elect eight directors to serve on the Company’s Board of Directors (Proposal No. 1);
(2)To hold an advisory vote on named executive officer compensation (Proposal No. 2);
(3)To approve the 2025 Long-Term Incentive Plan (Proposal No. 3);
(4)To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal No. 4); and
(5)To transact such other business as may properly be brought before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

Our Board of Directors has fixed the close of business on March 24, 2025, as the record date. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. This year’s Annual Meeting will be a “hybrid” meeting. All stockholders are cordially invited to attend the meeting eitherin-person or virtually.

Stockholders attending virtually will be able to attend the meeting, submit questions and vote during the live webcast by registering at www.proxydocs.com/CNMD (the “Meeting Website”) and entering the 12- or 16-digit control number included on their Notice of Internet Availability, their proxy card or their voting instruction form. Details on how to register for and participate in the Annual Meeting remotely by means of the Meeting Website accompany this Proxy Statement and are available on the Company’s website on the Annual Meeting page of the investor relations section.

Stockholders who plan to attend the meetingin-person must present valid photo identification. Stockholders of record will be verified against an official list. If your shares are held in the name of a bank, broker or other holder of record (an intermediary), please also bring your bank or brokerage statement evidencing your beneficial ownership of CONMED stock to gain admission to the meeting; if you wish to vote these shares in person at the meeting, you must obtain a legal proxy from the holder of record of your shares and present it at the meeting. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of the record date.

Our Board of Directors appreciates and encourages stockholder participation in the Company’s affairs. Whether or not you plan to attend the meeting, it is important that your shares be represented.

By order of the Board of Directors,

Hollie K. Foust Executive Vice President, General Counsel and Corporate Secretary

April 8, 2025

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