Avanos Medical, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: AVNS · Form: DEF 14A · Filed: Mar 15, 2024 · CIK: 1606498

Avanos Medical, INC. DEF 14A Filing Summary
FieldDetail
CompanyAvanos Medical, INC. (AVNS)
Form TypeDEF 14A
Filed DateMar 15, 2024
Risk Level
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Annual Meeting, Stockholders, Avanos Medical

TL;DR

<b>Avanos Medical, Inc. has filed its Definitive Proxy Statement for the upcoming Annual Meeting of Stockholders.</b>

AI Summary

AVANOS MEDICAL, INC. (AVNS) filed a Proxy Statement (DEF 14A) with the SEC on March 15, 2024. Avanos Medical, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 15, 2024. The filing pertains to the company's Annual Meeting of Stockholders scheduled for April 25, 2024, at 9:00 a.m. Eastern Time. Avanos Medical is a medical technology company headquartered in Alpharetta, Georgia. The company focuses on two product portfolios: Digestive Health and Pain Management and Recovery. Avanos aims to deliver clinically superior breakthrough medical device solutions to improve patient quality of life.

Why It Matters

For investors and stakeholders tracking AVANOS MEDICAL, INC., this filing contains several important signals. This filing provides shareholders with essential information regarding the upcoming annual meeting, including details about the agenda, proposals to be voted on, and information about director nominees. As a DEF 14A filing, it signifies that the company is providing definitive information to shareholders, allowing them to make informed voting decisions on corporate matters.

Risk Assessment

Risk Level: — AVANOS MEDICAL, INC. shows moderate risk based on this filing. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes are being disclosed beyond standard corporate governance procedures.

Analyst Insight

Shareholders should review the proxy statement to understand the proposals being voted on at the Annual Meeting and to make informed decisions regarding their votes.

Key Numbers

Key Players & Entities

FAQ

When did AVANOS MEDICAL, INC. file this DEF 14A?

AVANOS MEDICAL, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 15, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by AVANOS MEDICAL, INC. (AVNS).

Where can I read the original DEF 14A filing from AVANOS MEDICAL, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by AVANOS MEDICAL, INC..

What are the key takeaways from AVANOS MEDICAL, INC.'s DEF 14A?

AVANOS MEDICAL, INC. filed this DEF 14A on March 15, 2024. Key takeaways: Avanos Medical, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 15, 2024.. The filing pertains to the company's Annual Meeting of Stockholders scheduled for April 25, 2024, at 9:00 a.m. Eastern Time.. Avanos Medical is a medical technology company headquartered in Alpharetta, Georgia..

Is AVANOS MEDICAL, INC. a risky investment based on this filing?

Based on this DEF 14A, AVANOS MEDICAL, INC. presents a moderate-risk profile. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes are being disclosed beyond standard corporate governance procedures.

What should investors do after reading AVANOS MEDICAL, INC.'s DEF 14A?

Shareholders should review the proxy statement to understand the proposals being voted on at the Annual Meeting and to make informed decisions regarding their votes. The overall sentiment from this filing is neutral.

How does AVANOS MEDICAL, INC. compare to its industry peers?

Avanos Medical operates in the medical technology sector, focusing on devices that improve patient quality of life in areas like digestive health and pain management.

Are there regulatory concerns for AVANOS MEDICAL, INC.?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

Avanos Medical operates in the medical technology sector, focusing on devices that improve patient quality of life in areas like digestive health and pain management.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the proxy statement for details on director nominees and proposals.
  2. Understand the voting procedures and deadlines for the Annual Meeting.
  3. Consider the company's performance and strategic direction as presented in the filing.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement, indicating it contains the final information for shareholders to vote at the upcoming annual meeting.

Filing Stats: 4,408 words · 18 min read · ~15 pages · Grade level 14.7 · Accepted 2024-03-15 14:41:59

Filing Documents

Executive Compensation Objectives and Policies

Executive Compensation Objectives and Policies 42

Executive Compensation Design Philosophy and Guiding Principles

Executive Compensation Design Philosophy and Guiding Principles 43 Components of Our Executive Compensation Program 44 Setting Annual Compensation 46

Executive Compensation for 2023

Executive Compensation for 2023 52 Benefits and Other Compensation 53 Additional Information About Our Compensation Practices 55 Compensation Committee Report 56 Analysis of Compensation-Related Risks 57 Compensation Tables 57 Summary Compensation Table 59 Grants of Plan-Based Awards 60 Discussion of Summary Compensation and Plan-Based Awards Tables 60 Outstanding Equity Awards as of December 31, 2023 62 Option Exercises and Stock Vested 62 Pension Benefits 62 Nonqualified Deferred Compensation 63 Potential Payments on Termination or Change of Control 68 Pay Versus Performance 73 Ratio of CEO Compensation to Median Employee Compensation 74 Other Information 74

Security Ownership Information

Security Ownership Information 76 Transactions with Related Persons 76 Stockholders Sharing the Same Household 76 2025 Stockholder Proposals 77 Stockholder Nominations for Board of Directors 78 Annual Meeting Advance Notice Requirements 78 Annual Report 79 Other Matters to be Presented at the Meeting A-1 Appendix A—Reconciliations of Non-GAAP Financial Measures B-1 APPENDIX B—CALCULATION OF RETURN ON INVESTED CAPITAL TABLE OF CONTENTS 2024 PROXY STATEMENT SUMMARY This summary represents only selected information. You should review the entire proxy statement before voting. Except where the context otherwise requires, all references herein to "we," "us," "our," "Avanos" or the "Company" refer collectively to Avanos Medical, Inc., a Delaware corporation, and its consolidated subsidiaries. Avanos Medical, Inc. 2024 Annual Meeting of Stockholders WHEN Thursday, April 25, 2024 9:00 a.m. Eastern Time WHERE Avanos Medical, Inc. 5405 Windward Parkway Alpharetta, Georgia 30004 RECORD DATE Stockholders of record at the close of business on March 1, 2024 are entitled to notice of and to vote at the meeting MATTERS TO BE VOTED ON AT THE ANNUAL MEETING Proposal Description Board Recommendation See page 1. Election of Directors Election of Gary D. Blackford, Dr. Lisa Egbuonu-Davis, Patrick J. O'Leary, Dr. Julie Shimer and Joseph F. Woody to serve a one-year term expiring at the 2025 Annual Meeting of Stockholders FOR all five nominees 23 2. Ratification of Appointment of Auditors Ratification of the appointment of Deloitte & Touche LLP as our independent auditors for 2024 FOR 33 3. Say-on-Pay Stockholder advisory vote on the compensation of our named executive officers FOR 36 4. Other Matters Action upon any other business that may properly come before the meeting or any adjournments of the meeting FOR This proxy statement and the proxy card are first being given to stockholder

Executive Compensation Highlights

Executive Compensation Highlights Pay-for-performance is a key objective of our compensation program. Consistent with that objective, performance-based compensation constituted a significant portion of our named executive officers' total direct annual compensation for 2023. To further align the financial interests of our executives with those of our stockholders, a majority of our executives' total direct annual compensation for 2023 was performance-based. * Percentage of 2023 target equity grant value. 8 2024 Notice and Proxy Statement TABLE OF CONTENTS 2024 PROXY STATEMENT SUMMARY COMPENSATION PRACTICES AND POLICIES The design principles for our executive compensation program are intended to protect and promote the interests of our stockholders. WHAT WE DO Pay for performance Cap short-term and long-term incentive payments at reasonable levels Utilize an independent compensation consultant retained by the Compensation Committee Require that change-in-control agreements contain a double-trigger severance requirement Utilize an independent compensation consultant retained by the Compensation Committee Require the Company to clawback incentive-based compensation erroneously paid to our executive officers in the event of an accounting restatement Perform an annual compensation risk assessment Maintain stock ownership guidelines WHAT WE DON'T DO No employment contracts No excise tax gross-up on change-in-control payments No repricing of underwater options without stockholder approval No payment of dividends on unearned long-term incentives No executive officer hedging or pledging transactions involving Company stock No excessive perquisites provided to executives 2024 Notice and Proxy Statement 9 TABLE OF CONTENTS INFORMATION ABOUT THE ANNUAL MEETING On behalf of the Board of Directors of Avanos Medical, Inc., we are soliciting your proxy for the 2024 Annual Meeting of Stockholders. WHEN Thursday, April 25, 2024 9:00

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