New CONMED (NYSE: CNMD) directors, bylaw changes and 2026 vote outcomes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CONMED Corporation reports several governance updates. The board will expand to nine directors and has appointed Celine Martin and Jeff Mirviss as independent directors effective July 1, 2026, with committee assignments across audit, strategy, compensation, and governance. The board also named Kimberly Lockwood interim Corporate Controller and interim Principal Accounting Officer effective June 1, 2026.
Amended and restated bylaws update advance notice rules, including a 90–120 day window for 2027 annual meeting nominations and proposals, with notices due between January 18 and February 17, 2027. At the May 18, 2026 annual meeting, stockholders elected seven directors, approved the advisory vote on executive compensation, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026.
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8-K Event Classification
4 items: 5.02, 5.03, 5.07, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size: nine directors
2027 nomination window start: January 18, 2027
2027 nomination window end: February 17, 2027
+3 more
6 metrics
Board size
nine directors
Effective July 1, 2026 after adding two directors
2027 nomination window start
January 18, 2027
Earliest date for 2027 annual meeting notices
2027 nomination window end
February 17, 2027
Latest date for 2027 annual meeting notices
Say-on-pay votes for
26,230,404 shares
Advisory vote on executive compensation in 2026
Auditor ratification votes for
27,295,501 shares
Ratification of PwC for fiscal 2026
Patrick J. Beyer votes for
27,649,816 shares
Election as director at May 18, 2026 meeting
Key Terms
advance notice provisions, non-employee director compensation program, restricted stock units, independent registered public accounting firm, +1 more
5 terms
advance notice provisions regulatory
"update the Company’s advance notice provisions regarding stockholder nominations of directors and submissions of proposals"
Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.
non-employee director compensation program financial
"will be compensated in accordance with the Company’s non-employee director compensation program"
restricted stock units financial
"new form of equity award agreement ... for future equity awards of restricted stock units to non-employee directors"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
independent registered public accounting firm regulatory
"ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
forward-looking statements regulatory
"This press release contain forward-looking statements based on certain assumptions and contingencies"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): May 18, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip code) | ||||
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (See General Instruction A.2 below):
Securities registered pursuant to Rule 12(b) of the Act
| Title of each class | Trading Symbol | 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.
Appointment of Non-Employee Directors
On May 19, 2026, the Board of Directors (the “Board”) of CONMED Corporation (the “Company”) increased the size of the Board to nine directors and appointed Celine Martin and Jeff Mirviss as directors, each effective July 1, 2026. Ms. Martin and Mr. Mirviss will each serve a term until the Company’s 2027 annual meeting of stockholders and a respective successor has been duly elected and qualified, or until such director’s earlier termination of service.
Ms. Martin was appointed to the Audit Committee and the Strategy Committee. Mr. Mirviss was appointed to the Compensation Committee and the Corporate Governance and Nominating Committee.
The Board determined that Ms. Martin and Mr. Mirviss are independent in accordance with the requirements of the New York Stock Exchange. In addition, the Board has affirmatively determined that Ms. Martin and Mr. Mirviss qualify as independent in accordance with the additional independence rules established by the Securities and Exchange Commission (the “SEC”) and the NYSE.
There are no understandings or arrangements between Ms. Martin, Mr. Mirviss or any third parties pursuant to which they each were selected as a director. There are no related party transactions that would be required to be disclosed under Item 404(a) of Regulation S-K with respect to Ms. Martin or Mr. Mirviss. In addition, neither Ms. Martin nor Mr. Mirviss have any familial relationship with any director or executive officer of the Company.
Over three decades at Johnson & Johnson, both in the U.S. and internationally, Ms. Martin played a vital role in advancing the ambition of J&J MedTech, developing new categories and advancing standard of care for atrial fibrillation, stroke, and minimally invasive surgery. Most recently, she served as Company Group Chairman leading the Cardiovascular & Specialty Solutions (“CSS”) Group from 2022 to 2025. As a member of the J&J MedTech leadership team, she ran a diverse portfolio of high growth businesses including Electrophysiology, Neurovascular Intervention, Ear Nose and Throat, and Breast Aesthetics. Before that, Ms. Martin led the Ethicon Endo Surgery business where she was instrumental in establishing the Robotic and Digital Surgery portfolio foundations. Ms. Martin holds an MBA from Wake Forest University and a graduate degree in marketing from Normandy Business School. Ms. Martin also serves on the Board of Directors at H.B. Fuller.
Mr. Mirviss brings more than 35 years of healthcare industry leadership experience. Most recently, he served as Executive Vice President and Global President of Peripheral Interventions at Boston Scientific from 2020 to 2025, where he led a multi-billion dollar global business focused on therapies for vascular disease and cancer. In this role, he also had leadership responsibility for the Company’s Latin America and Canada regions, as well as its Government Affairs function. Previously, Mr. Mirviss served as Senior Vice President and Global President of Peripheral Interventions from 2013 to 2020, and as Global President of Peripheral Interventions from 2011 to 2013.. Prior to these roles, Mr. Mirviss held positions of increasing responsibility at Boston Scientific, including Group Vice President of Global Marketing for the Company’s Cardiology, Rhythm and Vascular businesses. Mr. Mirviss holds a B.I.S. in Marketing from the University of Minnesota and an MBA from the University of St. Thomas.
Ms. Martin and Mr. Mirviss will be compensated in accordance with the Company’s non-employee director compensation program, which compensation for the initial term will be prorated for the service period.
A copy of a press release issued on May 20, 2026 announcing Ms. Martin’s and Mr. Mirviss’ appointments and describing their backgrounds and qualifications is attached to this Current Report on Form 8-K as Exhibit 99.1.
Form of Non-Employee Director Restricted Stock Unit Agreement
On May 19, 2026, the Board approved a new form of equity award agreement under the Company’s 2025 Long-Term Incentive Plan to be used for future equity awards of restricted stock units to non-employee directors (the “Form of Non-Employee Director Restricted Stock Unit Agreement”), which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Appointment of Principal Accounting Officer
On May 19, 2026, the Board appointed Kimberly Lockwood as Interim Corporate Controller and Interim Principal Accounting Officer of the Company effective June 1, 2026.
Ms. Lockwood, age 49, has served as the Company’s Senior Director, Financial Reporting and Controls since February 2025. Prior to this, she served as the Director, Financial Reporting and Controls since joining the Company in 2005. Prior to joining the Company, Ms. Lockwood was employed by PricewaterhouseCoopers LLP’s Assurance and Business Advisory Services group where she most recently served as an Assurance Manager. Ms. Lockwood is a certified public accountant and holds a Bachelor of Science degree in Accounting from Le Moyne College.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 19, 2026, the Board adopted and approved the amended and restated by-laws of the Company (the “By-laws”) to, among other things, make updates to reflect developments in Delaware law and current market practice, update the Company’s advance notice provisions regarding stockholder nominations of directors and submissions of proposals regarding other business, including to modify the permissible timeframe for receipt of stockholder notices to 90 to 120 days prior to the first anniversary of the date of the annual meeting of stockholders for the preceding year, require that, to be eligible to serve as a director, candidates must make themselves available to be interviewed by the Board (or any committee or other subset thereof) and make ministerial and conforming changes. The By-laws became effective immediately upon their approval by the Board.
This summary is qualified in its entirety by reference to the full text of the By-laws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
In accordance with the By-laws, for stockholder nominations of directors or submissions of proposals regarding other business to be brought before the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”), other than director nominations for inclusion in the Company’s proxy statement in accordance with the By-laws and proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, written notice must be received at the principal executive office of the Company not earlier than January 18, 2027 and not later than February 17, 2027.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company’s annual meeting of stockholders held on May 18, 2026, stockholders voted on three proposals and the final voting results are set forth below.
1.The following table sets forth the seven persons elected to serve until the 2027 annual meeting of stockholders and until a respective successor has been duly elected and qualified, or until such director’s earlier termination of service.
Shares | |||||||||||
Name | For | Withhold | Broker Non-Votes | ||||||||
Patrick J. Beyer | 27,649,816 | 350,069 | 939,351 | ||||||||
David Bronson | 27,509,362 | 490,523 | 939,351 | ||||||||
LaVerne H. Council | 27,291,818 | 708,067 | 939,351 | ||||||||
Charles M. Farkas | 26,103,593 | 1,896,292 | 939,351 | ||||||||
Mark Kaye | 27,680,526 | 319,359 | 939,351 | ||||||||
Kim Kelderman | 27,663,316 | 336,569 | 939,351 | ||||||||
Barbara J. Schwarzentraub | 27,566,345 | 433,540 | 939,351 | ||||||||
2.The advisory vote on the compensation of our named executive officers was approved.
Shares | |||||||||||
For | Against | Abstain | Broker Non-Votes | ||||||||
| 26,230,404 | 1,742,683 | 26,798 | 939,351 | ||||||||
3.The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2026 was approved.
Shares | |||||||||||
For | Against | Abstain | Broker Non-Votes | ||||||||
| 27,295,501 | 1,636,906 | 6,829 | 0 | ||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are included herewith:
| Exhibit No. | Description of Exhibit | ||||
| 3.1 | Amended and Restated By-Laws of CONMED Corporation | ||||
| 10.1 | Form of Non-Employee Director Restricted Stock Unit Agreement | ||||
| 99.1 | Press release dated May 20, 2026, issued by CONMED Corporation | ||||
| 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.
Date: May 20, 2026 | CONMED CORPORATION | ||||
| (Registrant) | |||||
| By: | /s/ Hollie K. Foust | ||||
| Name: | Hollie K. Foust | ||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||||
NEWS RELEASE
CONTACT:
CONMED Corporation
Dalton Henry
Investor Relations Analyst
IR@conmed.com
CONMED Corporation Appoints Celine Martin and Jeff Mirviss to its Board of Directors
Largo, Fla. – May 20, 2026 – CONMED Corporation (NYSE: CNMD) today announced the appointment of Celine Martin and Jeff Mirviss to its Board of Directors (“Board”), effective July 1, 2026. Ms. Martin will serve as a member of the Audit Committee and the Strategy Committee, and Mr. Mirviss will serve as a member of the Compensation Committee and the Corporate Governance and Nominating Committee. In connection with these appointments, CONMED is increasing the size of its Board to include a total of nine directors.
“My fellow directors and I are delighted to welcome Celine Martin and Jeff Mirviss to the Board, both highly accomplished leaders with extensive experience developed at two of the largest companies in the healthcare industry,” said LaVerne Council, Chair of CONMED’s Board of Directors. “Celine joins our Board following a 30-year career at Johnson & Johnson, with deep global leadership experience in MedTech and a track record of driving innovation and growth. Likewise, Jeff possesses nearly 30 years of experience at Boston Scientific, where he led complex, global medical device businesses with operational and commercial excellence. Their insight and expertise will be invaluable to the Board as we advance CONMED’s long‑term strategy.”
“Celine and Jeff are outstanding additions to the Board,” said Patrick Beyer, President and Chief Executive Officer of CONMED. “Celine’s global strategic leadership and experience scaling high growth medical technology businesses, combined with Jeff’s expertise in portfolio leadership and execution across large, global organizations, will strengthen our governance and support our continued focus on delivering long‑term value for patients, customers, and shareholders.”
Over three decades at Johnson & Johnson, both in the U.S. and internationally, Ms. Martin played a vital role in advancing the ambition of J&J MedTech, developing new categories and advancing standard of care for atrial fibrillation, stroke, and minimally invasive surgery. Most recently, she served as Company Group Chairman leading the Cardiovascular & Specialty Solutions (“CSS”) Group from 2022 to 2025. As a member of the J&J MedTech leadership team, she ran a diverse portfolio of high growth businesses including Electrophysiology,
Neurovascular Intervention, Ear Nose and Throat, and Breast Aesthetics. Before that, Ms. Martin led the Ethicon Endo Surgery business where she was instrumental in establishing the Robotic and Digital Surgery portfolio foundations. Ms. Martin holds an MBA from Wake Forest University and a graduate degree in marketing from Normandy Business School. Ms. Martin also serves on the Board of Directors at H.B. Fuller.
Mr. Mirviss brings more than 35 years of healthcare industry leadership experience. Most recently, he served as Executive Vice President and Global President of Peripheral Interventions at Boston Scientific from 2020 to 2025, where he led a multi-billion dollar global business focused on therapies for vascular disease and cancer. In this role, he also had leadership responsibility for the Company’s Latin America and Canada regions, as well as its Government Affairs function. Previously, Mr. Mirviss served as Senior Vice President and Global President of Peripheral Interventions from 2013 to 2020, and as Global President of Peripheral Interventions from 2011 to 2013. Prior to these roles, Mr. Mirviss held positions of increasing responsibility at Boston Scientific, including Group Vice President of Global Marketing for the Company’s Cardiology, Rhythm and Vascular businesses. Mr. Mirviss holds a B.I.S. in Marketing from the University of Minnesota and an MBA from the University of St. Thomas.
About CONMED Corporation
CONMED is a medical technology company that provides devices and equipment for surgical procedures. The Company’s products are used by surgeons and other healthcare professionals in a variety of specialties including orthopedics, general surgery, gynecology, and thoracic surgery. For more information, visit www.conmed.com.
Forward-Looking Statements
This press release contain forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties, which could cause actual results, performance, or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. For example, in addition to general industry and economic conditions, factors that could cause actual results to differ materially from those in the forward-looking statements may include, but are not limited to the risk factors discussed in the Company's Annual Report on Form 10-K for the full year ended December 31, 2025, listed under the heading Forward-Looking Statements in the Company’s most recently filed Form 10-Q and other risks and uncertainties, which may be detailed from time to time in reports filed by CONMED with the SEC. Any and all forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going-forward basis. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct.
FAQ
What board changes did CONMED (CNMD) announce in this 8-K?
CONMED expanded its board to nine members and appointed Celine Martin and Jeff Mirviss as independent directors effective July 1, 2026. They will serve on key committees, bringing extensive medical technology and healthcare leadership experience.
Which new executive role was disclosed by CONMED (CNMD)?
CONMED appointed Kimberly Lockwood as Interim Corporate Controller and Interim Principal Accounting Officer effective June 1, 2026. She previously led the company’s financial reporting and controls group and is a certified public accountant with long tenure at CONMED.
What were the results of CONMED (CNMD) director elections in 2026?
Seven directors were elected to serve until the 2027 annual meeting. For example, Patrick J. Beyer received 27,649,816 votes for and 350,069 withheld, with 939,351 broker non-votes reported in the election results table.