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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: February 14, 2023
(Date of earliest event reported)
Commission file number 001-36440
AVANOS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | | | | |
| Delaware | | | | 46-4987888 |
| (State or other jurisdiction of incorporation) | | | | (I.R.S. Employer Identification No.) |
| 5405 Windward Parkway | |
| Suite 100 South | |
| Alpharetta, | Georgia | 30004 | |
| (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 class | Trading Symbol | Name of exchange on which registered |
| Common Stock - $0.01 Par Value | AVNS | 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2023, the Compensation Committee of Avanos Medical, Inc. (the “Company”) approved an amendment to the Company’s Executive Severance Plan (the “Executive Severance Plan”) pursuant to which the payout multiple payable to the Company’s Chief Executive Officer (the “CEO”) following a Qualified Termination of Employment (as that term is defined in the Executive Severance Plan) has been increased from two times to two and one-half times the sum of the CEO’s annual base salary and the CEO’s target full annual cash incentive award for the year in which the Qualified Termination of Employment occurs. The other elements of the cash payment to which the CEO would be entitled under the Executive Severance Plan upon a Qualified Termination of Employment remain unchanged.
On February 14, 2023, Arjun R. Sarker, the Company’s Senior Vice President – International, notified the Company that he will resign from his position with the Company, effective May 10, 2023. Mr. Sarker will remain an employee of the Company through May 10, 2023.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the inline XBRL 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.
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| | | AVANOS MEDICAL, INC. |
| | | | |
| Date: | February 17, 2023 | | By: | /s/ Mojirade James |
| | | | Mojirade James
Senior Vice President and General Counsel |
