Avanos Medical Inc.

04/25/2025 | Press release | Distributed by Public on 04/25/2025 12:03

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders
The 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") of Avanos Medical, Inc. (the "Company") was held on April 24, 2025 at the Company's headquarters in Alpharetta, Georgia. A total of 43,080,796 shares of the Company's common stock were represented at the 2025 Annual Meeting in person or by proxy, constituting approximately 93.64% of the outstanding shares entitled to vote at the 2025 Annual Meeting.
At the 2025 Annual Meeting, the Company's stockholders voted on the following matters, which are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on March 14, 2025:
1.To elect Gary D. Blackford, Dr. Lisa Egbuonu-Davis, Indrani L. Franchini, Patrick J. O'Leary and Dr. Julie Shimer to serve one-year terms expiring at the 2025 Annual Meeting of Stockholders ("Proposal No. 1");
2.To ratify the appointment of Deloitte & Touche LLP as the Company's independent auditors for 2025 ("Proposal No. 2");
3.To approve, on an advisory basis, the compensation of the Company's named executive officers, or NEOs ("Proposal No. 3"); and
4.To approve an amendment to the Company's 2021 Long Term Incentive Plan to increase the number of shares of the Company's common stock reserved for issuance thereunder by 2,250,000 shares ("Proposal No. 4").
Proposal No. 1. The Company's stockholders approved the nominees recommended for election in Proposal No. 1. The votes cast on Proposal No. 1 were as follows:
Director For Withhold Broker non-votes
Gary D. Blackford 36,949,645 3,458,636 2,672,515
Dr. Lisa Egbuonu-Davis 37,778,898 2,629,383 2,672,515
Indrani L. Franchini 37,780,471 2,627,810 2,672,515
Patrick J. O'Leary 37,180,234 3,228,047 2,672,515
Dr. Julie Shimer 36,625,573 3,782,708 2,672,515
Proposal No. 2.The Company's stockholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows:
For Withhold Broker non-votes
Appointment of Deloitte & Touche LLP 40,766,241 2,296,947 17,608
Proposal No. 3. The Company's stockholders approved Proposal No. 3. The votes cast on Proposal No. 3 were as follows:
For Against Abstain Broker non-votes
Approval of NEO compensation 35,672,316 4,673,084 62,881 2,672,515
Proposal No. 4. The Company's stockholders approved Proposal No. 4. The votes cast on Proposal No. 4 were as follows:
For Against Abstain Broker non-votes
Amendment of the 2021 Long Term Incentive Plan 27,323,694 13,019,693 64,894 2,672,515