8-K
Enovis CORP false 0001420800 0001420800 2023-12-05 2023-12-05

 

 

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): December 5, 2023

 

 

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.

On December 5, 2023, Enovis Corporation (the “Company”) announced that Brady R. Shirley, the Company’s President and Chief Operating Officer, has informed the Company’s Board of Directors of his intention to retire as an employee of the Company at the end of the first quarter of 2025. Effective as of April 1, 2024, Mr. Shirley will step down from his current position as President and Chief Operating Officer and assume the role of Executive Advisor, focusing on ensuring the successful integration of the Company’s pending acquisition of LimaCorporate S.p.A. and mentoring the Company’s business leaders until his eventual transition to retirement, which will be thoughtfully managed with ample time for overlap with other relevant executives within the organization. He will remain a member of the Company’s Board of Directors.

A copy of the Company’s press release regarding these events is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

99.1    Press release dated December 5, 2023
104    Cover Page Interactive Data File (the cover page XBRL tags are 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: December 5, 2023     ENOVIS CORPORATION
    By:  

/s/ Bradley J. Tandy

      Name: Bradley J. Tandy
      Title: Senior Vice President and General Counsel
EX-99.1

Exhibit 99.1

 

LOGO

Enovis Announces Business Segment Leadership Transition Plan

 

   

Brady R. Shirley, current President and COO, to retire effective April 1, 2025.

 

   

Louie Vogt to be promoted to Group President of Reconstructive segment.

 

   

Terry Ross to be promoted to Group President of Prevention & Recovery segment.

Wilmington, Delaware, December 5, 2023 — Enovis Corporation (NYSE: ENOV), an innovation-driven medical technology growth company, today announced that Brady R. Shirley, the Company’s President and COO, has informed the Company’s Board of Directors of his plans to retire at the end of Q1 2025. Brady will step down from his current position as President and COO on April 1, 2024, and assume the role of Executive Advisor, continuing to focus on the successful integration of the pending Lima acquisition, innovation, and mentorship of Enovis business leaders. Mr. Shirley’s transition to retirement at the end of the first quarter 2025 will be thoughtfully managed with ample time for overlap with other relevant executives within the organization. He will remain a member of the Company’s Board of Directors.

The Company also announced that effective January 2, 2024, Louie Vogt and Terry Ross will become executive officers of the Company reporting to Enovis Chair and CEO, Matt Trerotola.

 

   

Louie Vogt, president and general manager of surgical, has been promoted to Group President Reconstructive (Recon), a newly created role in which he will lead the Company’s global reconstructive business segment.

 

   

Terry Ross, president of bracing and supports, has been promoted to Group President Prevention and Recovery (P&R), a newly created role in which he will lead the Company’s global P&R business segment.

Mr. Trerotola stated, “Brady has been recognized as one of the most knowledgeable and inspirational leaders in the orthopedics industry over the course of his 30-plus year career. Since joining Enovis following our acquisition of DJO in 2019, he has played an instrumental role in shaping our transition to a focused medical technology company and leading our Recon growth strategy. We look forward to his continued guidance and counsel as he begins his transition to retirement, and we will continue to benefit from his valuable contributions as a member of our Board of Directors.”

Mr. Trerotola continued, “I want to congratulate Louie and Terry on their upcoming promotions. Louie has a proven track record driving double-digit growth and market outperformance in our U.S. surgical business through innovation and commercial excellence. Terry has played a vital role in the return of our P&R segment to consistent growth and strong cash flow. Louie and Terry are both exceptional leaders who play key roles in developing talent, improving operating performance and margins, and championing EGX processes and initiatives. We look forward to their continued contributions in their new roles. This structure gives us a unique opportunity to have Brady focus primarily on Lima integration success while both he and I mentor Louie and Terry as they step into these new roles.”


Mr. Ross joined Enovis (then known as Colfax) in 2012 as GM of Colfax Reliability Services and has held numerous leadership roles, including Investor Relations, Strategy & Business Development, and President of the Company’s Recovery Sciences and Bracing and Support Businesses. Prior to joining the Company, he served in management roles at Danaher and GE.

Mr. Vogt joined DJO (now Enovis) in 2017, leading the Surgical Global Product Management and US Sales Organizations before becoming President of the Enovis U.S. surgical business. Prior to joining the Company, he spent 15 years with Zimmer and Zimmer Biomet in a series of U.S. and Global Marketing, Product Management and Commercial leadership roles.

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. For more information about Enovis, please visit www.enovis.com.

Forward-Looking Statements

This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Enovis’ plans, goals, objectives, outlook, expectations and intentions, and other statements that are not historical or current fact. Forward-looking statements are based on Enovis’ current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause Enovis’ results to differ materially from current expectations include, but are not limited to, the risks and other factors detailed in Enovis’ reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Enovis’ filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. Enovis disclaims any duty to update the information herein.

Contact:

Kyle Rose

Vice President, Investor Relations

Enovis Corporation

+1-917-734-7450

investorrelations@enovis.com