UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34045
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| |
||||
| (Address of principal executive offices) | (Zip Code) | |||
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 | ||
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 check mark 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. |
(b)
On March 14, 2023, Mitchell P. Rales notified the Board of Directors (the “Board”) of Enovis Corporation (the “Company”) that he will not stand for re-election as a director and will retire from the Board upon the expiration of his term at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 16, 2023. In connection with and effective as of Mr. Rales’ retirement, the size of the Board will be reduced by one to ten directors and, subject to their re-election to the Board at the Annual Meeting, Matthew L. Trerotola, the Company’s Chief Executive Officer and a current director, will become Chair of the Board and independent director Sharon Wienbar will become Lead Independent Director.
| Item 7.01. | Regulation FD Disclosure. |
On March 15, 2023, the Company issued a press release announcing Mr. Rales’ decision to retire and the Company’s related Board leadership transition plans. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated March 15, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: March 15, 2023 | ENOVIS CORPORATION | |||||
| By: | /s/ Bradley J. Tandy | |||||
| Name: | Bradley J. Tandy | |||||
| Title: | Senior Vice President and General Counsel | |||||
Exhibit 99.1
Enovis Announces Board Leadership Transition
CEO Matt Trerotola to be named Chair and Director Sharon Wienbar to become Lead Independent Director following retirement of current Chair Mitchell P. Rales at 2023 Annual Meeting
WILMINGTON, DE, March 15, 2023 (GLOBE NEWSWIRE)—Enovis™ Corporation (NYSE: ENOV), an innovation-driven, medical technology growth company, today announced that CEO Matt Trerotola will assume the additional position of Chair of the Board, effective following the Company’s 2023 Annual Meeting of Stockholders on May 16, 2023, when current Chair Mitchell P. Rales, who has informed the Board that he will not seek re-election at the Annual Meeting, will retire. At that time, current Enovis director Sharon Wienbar will become Lead Independent Director.
“I have had the pleasure of working with Mitch for much of my career at Danaher, Colfax and now Enovis, and I know he will stay close to us as he reduces his board commitments and devotes more time to his extensive philanthropic and other interests,” said Matt Trerotola. “I am honored to step into this expanded role and carry forward Mitch’s work by continuing to build on the strong momentum we have achieved. In the year since completing our spin, Enovis has made great progress toward our goals of achieving sustainable high-single-digit organic growth, expanding core margins, and investing in innovation. I look forward to partnering with Sharon and the other Directors as we continue to execute our strategic priorities and drive strong growth and value creation.”
“On behalf of the entire Board, I want to recognize and thank Mitch for his tireless work as Chair and countless contributions both to Enovis and Colfax before it,” said Sharon Wienbar. “Mitch has been instrumental in establishing Enovis as a focused independent company, and we’re deeply grateful for his leadership and guidance. I’m excited to continue working with Matt, the rest of the Board and the management team as we position Enovis for continuing growth and success.”
Mitchell Rales added, “It has been a privilege to help guide Enovis on its path to becoming a strong independent company and a medical technology leader. I’m very proud of the progress Enovis has made and have the utmost confidence that Matt, Sharon and the entire Board and management team will continue to drive growth and value for customers, patients, and shareholders well into the future.”
Following the retirement of Mr. Rales, the size of the Board will be reduced from 11 to 10 directors, and current independent director Angela Lalor will become Chair of the Compensation and Human Capital Management Committee (the “CHCM Committee”), succeeding current CHCM Committee Chair Ms. Wienbar, who will remain a member of the CHCM Committee.
ABOUT ENOVIS
Enovis Corporation (NYSE: ENOV) is an innovation-driven medical technology growth company dedicated to developing clinically differentiated solutions that generate measurably better patient outcomes and transform workflows. Powered by a culture of continuous improvement, global talent and innovation, the Company’s extensive range of products, services and integrated technologies fuels active lifestyles in orthopedics and beyond. The Company’s shares of common stock are listed in the United States on the New York Stock Exchange under the symbol ENOV. For more information about Enovis, please visit www.enovis.com.
Derek Leckow
Vice President, Investor Relations
Enovis Corporation
+1-302-421-1971
investorrelations@enovis.com