Enovis Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten directors named in the proxy statement to serve until the next annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as Enovis’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Advisory Approval of Named Executive Officers’ Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s 2025 executive compensation as disclosed in the proxy materials. Management is seeking this endorsement to confirm investor support for its compensation framework, which emphasizes pay-for-performance through a mix of base salary, annual cash bonuses tied to net sales and adjusted EBITDA, and long‑term equity awards (50% PRSUs tied to relative TSR and 50% time‑vested RSUs). The Company points to its prior strong say‑on‑pay result (approximately 98% support in 2025) and ongoing shareholder engagement as evidence of alignment. Key contextual factors include the use of PRSUs with a relative TSR comparator (S&P 500 Health Care Equipment Select Industry Index) and a “negative” TSR cap that limits maximum payout if absolute TSR is negative, designed to tie pay to relative market performance and avoid outsized payouts in down markets. Management also highlights controls such as caps on AIP payouts, clawback policy, prohibition on hedging and pledging, and robust stock ownership requirements to mitigate excessive risk-taking. Potential investor concerns include the size of some CEO and senior executive awards (including large grant values for 2025) and the continued use of relative TSR metrics which can be sensitive to index composition and market cycles. The Board recommends a FOR vote, arguing that the program balances short‑ and long‑term incentives and aligns executives with stockholder interests, while the vote remains non-binding and the Board will consider the outcome in future compensation decisions. For sophisticated evaluation, one should weigh historic shareholder support and the program’s structural safeguards against dilution and the magnitude of grants relative to peers and performance outcomes.

4. 4

   Approval of an Amendment to the Enovis Corporation 2020 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the third amendment to the 2020 Omnibus Incentive Plan to authorize an additional 3,650,000 shares and increase the annual limit on awards to Outside Directors from $350,000 to $750,000 (with higher transitional allowance for newly-elected directors).

   More detail

   This management proposal requests shareholder approval for a third amendment to the 2020 Omnibus Incentive Plan to add 3,650,000 additional shares (bringing the total authorized under the plan to 7,971,666 if approved) and to raise the annual cap on aggregate equity and cash compensation for Outside Directors from $350,000 to $750,000 (with a higher transitional allowance when a director is newly elected or newly designated as lead/chair). Management seeks approval because the current share reserve is effectively depleted (0 shares available as of March 10, 2026) and the Board believes additional shares are necessary to continue annual equity grants that align employee and director incentives with long‑term stockholder value. The proposal includes governance features intended to limit dilution and misuse: a one‑for‑one share counting method, minimum vesting periods, limits on repricing without stockholder approval, clawback provisions, and committee administration by independent directors. The company discloses historical burn rate and overhang metrics and projects the requested share increase would satisfy equity needs for approximately two years under current assumptions, but warns that actual usage depends on hires, award mix, forfeitures, acquisitions and stock price movement. Dilution and optics are key investor considerations: the requested 3,650,000 shares represent ~6.37% potential dilution based on outstanding shares as of March 10, 2026, and approval would raise potential fully-diluted overhang to ~13.82%; proxy advisory firms often scrutinize both share requests and director award limits. The Board’s recommendation to vote FOR rests on the view that equity incentives are critical for recruitment and retention, alignment with stockholders and competitive director compensation; sophisticated investors should weigh the company’s disclosed share usage, projected runway, governance guardrails and the tradeoff between dilution and the value of continuing a pay-for-performance equity program when evaluating the merits of this amendment.

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When is the Enovis Corp 2026 annual meeting?

Enovis Corp (ENOV) holds its 2026 annual shareholder meeting on Tuesday, May 19, 2026.

What is the record date for the Enovis Corp 2026 meeting?

The record date for the Enovis Corp 2026 meeting is Monday, March 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Enovis Corp's 2026 meeting?

The board is presenting 10 director nominees at the Enovis Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Enovis Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Enovis Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.