Enovis CORP

Our stockholders originally approved the 2020 Plan at the 2020 annual meeting of stockholders; at that time, the 2020 Plan initially authorized the issuance of an aggregate of 4,430,000 shares of common stock under the 2020 Plan. At the 2022 annual meeting of stockholders, our stockholders approved an amendment to the 2020 Plan authorizing an additional 745,000 shares of common stock for issuance under the 2020 Plan. At the 2024 annual meeting of stockholders, our stockholders approved a further amendment to the 2020 Plan authorizing an additional 2,100,000 shares of common stock for issuance under the 2020 Plan. We currently have approximately 4,321,666 shares of common stock authorized for issuance under the 2020 Plan, inclusive of the adjustments made in connection with the one-for-three reverse stock split of the Company’s common stock following the spin-off of ESAB Corporation from the Company on April 4, 2022. In addition, certain outstanding awards granted under the 2020 Plan have been adjusted in a manner to preserve the aggregate intrinsic value of the awards following the completion of the spin-off of ESAB Corporation (see the Existing Plan Benefits table below for more information). With the proposed 3,650,000 share increase under the Amendment, 7,971,666 will be authorized for issuance under the 2020 Plan, which represents approximately 13.91% of our 57,300,629 shares outstanding as of March 10, 2026. As of March 10, 2026, 0 shares of common stock remain available for grants under the 2020 Plan. Absent an increase in the number of authorized shares under the 2020 Plan, we may not have sufficient shares to meet our anticipated equity compensation needs for the next year. Therefore, if this Proposal 4 is not approved by our stockholders, we believe our ability to attract, motivate and retain the talent we need to compete in our industry would be seriously and negatively impacted and this could affect our long-term success.