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AVNS Avanos Medical

Filed: 4 May 21, 8:55am

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: April 29, 2021
(Date of earliest event reported)
Commission file number 001-36440
avns-20210429_g1.jpg
AVANOS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware46-4987888
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)
5405 Windward Parkway
Suite 100 South
Alpharetta,Georgia30004
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (844) 428-2667
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:
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 classTrading SymbolName of exchange on which registered
Common Stock - $0.01 Par ValueAVNSNew 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.07    Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on April 29, 2021. For more information on the proposals presented at the meeting, see the 2021 Proxy Statement, including the additional proxy soliciting materials (collectively, “2021 Proxy Statement”), the relevant portions of which are incorporated herein by reference. The following are the final voting results on the proposals which are described in our 2021 Proxy Statement:
1.The stockholders elected each of the two nominees to the Board of Directors for a one-year term by a majority of the votes cast:
DirectorForAgainstWithholdBroker
Non-Votes
Gary Blackford36,808,096 — 5,718,790 2,675,340 
Patrick O’Leary42,005,738 — 521,148 2,675,340 
2.The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm to audit the Company's 2021 financial statements:
For44,263,830 
Against898,034 
Abstain40,362 
Broker Non-Votes— 
3.The stockholders approved the advisory resolution approving executive compensation:
For39,882,260 
Against2,533,328 
Abstain111,298 
Broker Non-Votes2,675,340 
4.The stockholders approved the frequency of an advisory vote on named executive officer compensation, approving a frequency of every one year:
One Year40,167,712 
Two Years30,950 
Three Years2,242,629 
Abstain85,595 
5.The stockholders approved the Company’s 2021 Long Term Incentive Plan:
For41,390,684 
Against1,036,740 
Abstain99,462 
Broker Non-Votes2,675,340 



Item 9.01    Financial Statements and Exhibits
(d)Exhibits.
    The following exhibits are filed with this Current Report on Form 8-K:
Exhibit No.Description
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document



SIGNATURE

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.
    
AVANOS MEDICAL, INC.
Date:May 4, 2021By:/s/ S. Ross Mansbach
S. Ross Mansbach
Senior Vice President, Interim General Counsel and Corporate Secretary