UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2026
Enovis Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-34045 | 54-1887631 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2711 Centerville Road, Suite 400
Wilmington, DE 19808
(Address of principal executive offices) (Zip Code)
(302) 252-9160
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | ENOV | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of an Amendment to the Enovis Corporation 2020 Omnibus Incentive Plan
At the Annual Meeting of Stockholders of Enovis Corporation (the “Company”) held on May 19, 2026 (the “Annual Meeting”), the Company’s stockholders voted on and approved an amendment to the Company’s 2020 Omnibus Incentive Plan (the “2020 Plan Amendment”). The 2020 Plan Amendment was previously adopted by the Company’s Board of Directors (the “Board”) on March 31, 2026, subject to the approval of the Company’s stockholders.
The 2020 Plan Amendment (i) authorizes an additional 3,650,000 shares of the Company’s common stock, par value $0.001 per share, for issuance under the 2020 Omnibus Incentive Plan and (ii) increases the maximum aggregate dollar value of equity-based awards and cash compensation that may be granted to any Outside Director (as defined in the 2020 Plan) during any calendar year from $350,000 to $750,000; provided however, that in the calendar year in which an Outside Director is newly-elected or appointed director or newly-designated as lead director or chair, the maximum aggregate dollar value of equity-based and cash compensation granted to the Outside Director may be up to two hundred percent (200%) of the foregoing limit. The additional shares of common stock authorized to be issued under the 2020 Omnibus Incentive Plan pursuant to the 2020 Plan Amendment will be registered pursuant to a registration statement on Form S-8.
A description of the 2020 Omnibus Incentive Plan, as amended, is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 6, 2026 (the “Proxy Statement”) in the section entitled “Proposal 4: Approval of an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan,” which description is incorporated herein by reference.
The foregoing description of the 2020 Plan Amendment is qualified by the full text of the 2020 Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 19, 2026, the Company held its Annual Meeting, at which five proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Proxy Statement. The final results for each proposal are set forth below:
Proposal 1- Election of Directors:
The Company’s stockholders elected ten directors to the Board (to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified). The votes regarding this proposal were as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Barbara W. Bodem | 51,537,774 | 226,376 | 14,689 | 2,032,985 | ||||
| Liam J. Kelly | 51,552,655 | 213,001 | 13,183 | 2,032,985 | ||||
| Angela S. Lalor | 51,269,131 | 495,519 | 14,189 | 2,032,985 | ||||
| Damien McDonald | 51,222,667 | 545,650 | 10,522 | 2,032,985 | ||||
| Philip A. Okala | 51,540,973 | 223,651 | 14,215 | 2,032,985 | ||||
| Christine Ortiz | 51,552,061 | 207,769 | 19,009 | 2,032,985 | ||||
| A. Clayton Perfall | 50,959,268 | 805,763 | 13,808 | 2,032,985 | ||||
| Brady Shirley | 50,994,745 | 773,196 | 10,898 | 2,032,985 | ||||
| Rajiv Vinnakota | 51,206,665 | 557,399 | 14,775 | 2,032,985 | ||||
| Sharon Wienbar | 51,553,287 | 209,586 | 15,966 | 2,032,985 |
Proposal 2- Ratification of appointment of independent registered accounting firm:
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The votes regarding this proposal were as follows:
| For | Against | Abstain | ||
| 52,862,698 | 927,580 | 21,546 |
Proposal 3- Advisory vote on the executive compensation of the named executive officers:
The Company’s stockholders approved, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 49,531,111 | 2,175,335 | 72,393 | 2,032,985 |
Proposal 4- Approve an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan:
The Company’s stockholders approved an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan. The votes regarding this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 50,391,554 | 1,295,073 | 92,212 | 2,032,985 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Third Amendment to Enovis Corporation 2020 Omnibus Incentive Plan |
| 104 | Cover Page Interactive Data File – The cover page from this Current Report on Form 8-K is formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 19, 2026
| ENOVIS CORPORATION | ||
| By: | /s/ Bradley J. Tandy | |
| Name: | Bradley J. Tandy | |
| Title: | Senior Vice President and | |
| Chief Legal Officer | ||