Avanos Medical Inc

1. 1

   Merger Proposal — Approval and Adoption of the Agreement and Plan of Merger

   ManagementBoard: FOR

   Approve and adopt the Agreement and Plan of Merger dated April 13, 2026, pursuant to which Avanos will be acquired by A-AV Holdco I, Inc. and each outstanding share will be converted into the right to receive $25.00 in cash per share.

   More detail

   The Merger Proposal asks shareholders to approve and adopt the Agreement and Plan of Merger dated April 13, 2026, under which A-AV MergerSub (an affiliate of American Industrial Partners) will merge with and into Avanos, leaving Avanos as a wholly-owned subsidiary of Parent, and each outstanding share of Avanos common stock (except treasury shares, shares owned by Parent, subsidiaries and properly dissenting holders) will convert into the right to receive $25.00 in cash per share. Management and the Board unanimously recommend a shareholder vote FOR the Merger Proposal after receiving a fairness opinion from J.P. Morgan, which concluded that the $25.00 per share cash consideration is fair from a financial point of view. The proposal is conditioned on customary closing conditions, including stockholder approval, expiration/termination of applicable HSR waiting periods and receipt of a limited set of foreign regulatory approvals; the obligation of Parent is not subject to any financing condition because Parent has an Equity Commitment Letter from an American Industrial Partners fund to provide $1.4 billion of committed equity financing plus planned debt financing. The Merger will result in delisting and deregistration of Avanos shares, termination of stockholder rights (except for Delaware appraisal rights for certain dissenting stockholders), and acceleration/cash-out treatment for equity awards and other payments to employees and executives as described in the proxy materials. The Board considered a range of alternatives (remaining independent, strategic or financial buyer processes) and concluded that the $25.00 cash offer, representing a substantial premium to recent trading levels and supported by financial analyses and JP Morgan's fairness opinion, was the best available option. The proposal has significant governance implications — including change of control payments to executives, director and officer indemnification and D&O “tail” insurance, the company termination fee, and matching/”no-solicit” provisions in the merger agreement — which shareholders should weigh when deciding how to vote. The vote required is a majority of outstanding shares and abstentions or broker non-votes will effectively count as a vote AGAINST the Merger Proposal.

2. 2

   Advisory Compensation Proposal — Advisory Approval of Merger-Related Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve compensation that may be paid or become payable to Avanos’ named executive officers in connection with the Merger.

   More detail

   The Advisory Compensation Proposal is a non-binding, advisory vote required by SEC rules to approve the compensation that may be paid or become payable to Avanos’ named executive officers in connection with the Merger (payments include cash severance under executive severance plans, acceleration/cash-out of equity awards, COBRA, 401(k) contributions, and related benefits). The Board recommends a vote FOR the proposal. The proxy discloses detailed Item 402(t) “golden parachute” tables quantifying potential merger-related payments to named executive officers assuming a Merger effective date of August 1, 2026; the CEO’s total potential payment is estimated at approximately $31.1 million, including equity acceleration valued at ~$24.4 million and cash severance/benefits of ~$6.4 million. The vote is advisory and not a condition to closing; however the Board will consider the outcome and stockholder concerns. A majority of shares present and entitled to vote is required for approval; an abstention counts as a vote against. Shareholders should consider that these merger-related payments were negotiated as part of the Merger and may be payable regardless of the advisory vote, but the vote provides feedback to the Board.

3. 3

   Adjournment Proposal — Adjourn Special Meeting to Solicit Additional Proxies

   ManagementBoard: FOR

   Approve one or more adjournments of the Special Meeting to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal.

   More detail

   The Adjournment Proposal requests authorization to adjourn the Special Meeting (if necessary) to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal at the scheduled meeting. The Board recommends voting FOR the Adjournment Proposal. Approval requires a majority of the shares represented at the Special Meeting. If approved, the Company could adjourn the Special Meeting rather than immediately concluding the vote against the Merger, allowing management more time to secure additional support and potentially solicit changes from shareholders who previously voted against the Merger. While standard in control transactions, this may affect the timing and certainty of the outcome. Shareholders should be aware that approving adjournments could permit the Board to seek further votes after a preliminary vote showing insufficient support and may change the practical dynamics of shareholder opposition.

Upcoming shareholder meetings at Avanos Medical Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Avanos Medical Inc 2026 special meeting?

Avanos Medical Inc (AVNS) holds its 2026 special shareholder meeting on Wednesday, July 22, 2026.

What is the record date for the Avanos Medical Inc 2026 meeting?

The record date for the Avanos Medical Inc 2026 meeting is Thursday, June 18, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Avanos Medical Inc's 2026 meeting?

The board is presenting 9 director nominees at the Avanos Medical Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Avanos Medical Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Avanos Medical Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.