Enovis (NYSE: ENOV) investors back 2020 incentive plan share and pay changes

Rhea-AI Filing Summary

Enovis Corporation reported the results of its Annual Meeting held on May 19, 2026. Stockholders approved an amendment to the 2020 Omnibus Incentive Plan that authorizes an additional 3,650,000 shares of common stock for equity awards and raises the annual compensation cap for each Outside Director from $350,000 to $750,000, with up to 200% of that limit allowed in certain first-year or leadership appointment situations.

All ten director nominees were elected, each receiving over 50 million votes in favor with relatively few votes against. Stockholders ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, and approved on an advisory basis the compensation of named executive officers. The plan amendment will be implemented through a Form S-8 registration of the additional shares.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 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 5.07 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

Additional plan shares: 3,650,000 shares Outside Director annual cap (old): $350,000 Outside Director annual cap (new): $750,000 +5 more

8 metrics

Additional plan shares 3,650,000 shares Authorized for issuance under 2020 Omnibus Incentive Plan amendment

Outside Director annual cap (old) $350,000 Prior maximum aggregate value of equity and cash compensation per year

Outside Director annual cap (new) $750,000 Revised maximum aggregate value of equity and cash compensation per year

Special first-year/leadership limit 200% Percentage of new $750,000 cap allowed in certain appointment years

Say-on-pay support 49,531,111 votes for Advisory vote on named executive officer compensation

Plan amendment approval votes 50,391,554 votes for Proposal 4 to amend 2020 Omnibus Incentive Plan

Auditor ratification support 52,862,698 votes for Ratification of Ernst & Young LLP for year ending December 31, 2026

Typical director vote support ≈51.5M votes for Representative support level for elected directors such as Sharon Wienbar

Key Terms

2020 Omnibus Incentive Plan, Outside Director, non-binding advisory vote, broker non-votes, +2 more

6 terms

2020 Omnibus Incentive Plan financial

"The 2020 Plan Amendment (i) authorizes an additional 3,650,000 shares of the Company’s common stock... under the 2020 Omnibus Incentive Plan"

Outside Director financial

"maximum aggregate dollar value of equity-based awards and cash compensation that may be granted to any Outside Director"

non-binding advisory vote regulatory

"The Company’s stockholders approved, by non-binding advisory vote, the compensation of the Company’s named executive officers."

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes regulatory

"For | | Against | | Abstain | | Broker Non-Votes 49,531,111 | | 2,175,335 | | 72,393 | | 2,032,985"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 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.

Inline XBRL technical

"104 | Cover Page Interactive Data File – The cover page from this ... is formatted in Inline XBRL"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

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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 (Date of earliest event reported): May 19, 2026

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.

Approval of an Amendment to the Enovis Corporation 2020 Omnibus Incentive Plan

At the Annual Meeting of Stockholders of Enovis Corporation (the “Company”) held on May 19, 2026 (the “Annual Meeting”), the Company’s stockholders voted on and approved an amendment to the Company’s 2020 Omnibus Incentive Plan (the “2020 Plan Amendment”). The 2020 Plan Amendment was previously adopted by the Company’s Board of Directors (the “Board”) on March 31, 2026, subject to the approval of the Company’s stockholders.

The 2020 Plan Amendment (i) authorizes an additional 3,650,000 shares of the Company’s common stock, par value $0.001 per share, for issuance under the 2020 Omnibus Incentive Plan and (ii) increases the maximum aggregate dollar value of equity-based awards and cash compensation that may be granted to any Outside Director (as defined in the 2020 Plan) during any calendar year from $350,000 to $750,000; provided however, that in the calendar year in which an Outside Director is newly-elected or appointed director or newly-designated as lead director or chair, the maximum aggregate dollar value of equity-based and cash compensation granted to the Outside Director may be up to two hundred percent (200%) of the foregoing limit. The additional shares of common stock authorized to be issued under the 2020 Omnibus Incentive Plan pursuant to the 2020 Plan Amendment will be registered pursuant to a registration statement on Form S-8.

A description of the 2020 Omnibus Incentive Plan, as amended, is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 6, 2026 (the “Proxy Statement”) in the section entitled “Proposal 4: Approval of an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan,” which description is incorporated herein by reference.

The foregoing description of the 2020 Plan Amendment is qualified by the full text of the 2020 Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 19, 2026, the Company held its Annual Meeting, at which five proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Proxy Statement. The final results for each proposal are set forth below:

Proposal 1- Election of Directors:

The Company’s stockholders elected ten directors to the Board (to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified). The votes regarding this proposal were as follows:

Nominee		For		Against		Abstain		Broker Non-Votes
Barbara W. Bodem		51,537,774		226,376		14,689		2,032,985
Liam J. Kelly		51,552,655		213,001		13,183		2,032,985
Angela S. Lalor		51,269,131		495,519		14,189		2,032,985
Damien McDonald		51,222,667		545,650		10,522		2,032,985
Philip A. Okala		51,540,973		223,651		14,215		2,032,985
Christine Ortiz		51,552,061		207,769		19,009		2,032,985
A. Clayton Perfall		50,959,268		805,763		13,808		2,032,985
Brady Shirley		50,994,745		773,196		10,898		2,032,985
Rajiv Vinnakota		51,206,665		557,399		14,775		2,032,985
Sharon Wienbar		51,553,287		209,586		15,966		2,032,985

Proposal 2- Ratification of appointment of independent registered accounting firm:

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The votes regarding this proposal were as follows:

For		Against		Abstain
52,862,698		927,580		21,546

Proposal 3- Advisory vote on the executive compensation of the named executive officers:

The Company’s stockholders approved, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
49,531,111		2,175,335		72,393		2,032,985

Proposal 4- Approve an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan:

The Company’s stockholders approved an amendment to the Enovis Corporation 2020 Omnibus Incentive Plan. The votes regarding this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
50,391,554		1,295,073		92,212		2,032,985

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Third Amendment to Enovis Corporation 2020 Omnibus Incentive Plan
104	Cover Page Interactive Data File – The cover page from this Current Report on Form 8-K is formatted in Inline XBRL

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: May 19, 2026

	ENOVIS CORPORATION
	By:	/s/ Bradley J. Tandy
	Name:	Bradley J. Tandy
	Title:	Senior Vice President and
		Chief Legal Officer

FAQ

What did Enovis (ENOV) shareholders approve at the 2026 Annual Meeting?

Shareholders approved an amendment to the 2020 Omnibus Incentive Plan and re-elected ten directors. They also ratified Ernst & Young LLP as auditor and backed executive pay in a non-binding advisory vote.

How many additional shares were added to Enovis 2020 Omnibus Incentive Plan?

The amendment authorizes 3,650,000 additional shares of Enovis common stock for issuance under the 2020 Omnibus Incentive Plan, expanding the pool available for future equity-based compensation awards.

How did Enovis (ENOV) shareholders vote on executive compensation?

Shareholders approved the compensation of Enovis named executive officers on an advisory basis, with 49,531,111 votes for, 2,175,335 against, and 72,393 abstentions, plus 2,032,985 broker non-votes recorded.

What change was made to Enovis Outside Director compensation limits?

The maximum annual aggregate value of equity awards and cash compensation for each Outside Director increased from $350,000 to $750,000, with up to 200% of that limit permitted in certain first-year or leadership appointment years.

Who will audit Enovis financial statements for the year ending December 31, 2026?

Enovis shareholders ratified Ernst & Young LLP as the independent registered public accounting firm, with 52,862,698 votes for, 927,580 against, and 21,546 abstentions supporting the appointment.

Were all Enovis director nominees elected at the 2026 Annual Meeting?

All ten director nominees were elected to the Enovis board, each receiving over 50 million votes for and relatively low levels of opposition, along with 2,032,985 broker non-votes reported per nominee.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 18.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.3 KB