Item 5.07 Submission of Matters to a Vote of Security Holders
The 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") of Avanos Medical, Inc. (the "Company") was held on April 25, 2024 at the Company's headquarters in Alpharetta, Georgia. A total of 42,989,866 shares of the Company's common stock were represented at the 2024 Annual Meeting in person or by proxy, constituting approximately 93.04% of the outstanding shares entitled to vote at the 2024 Annual Meeting.
At the 2024 Annual Meeting, the Company's stockholders voted on the following matters, which are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on March 15, 2024:
1.To elect Gary D. Blackford, Dr. Lisa Egbuonu-Davis, Patrick J. O'Leary, Dr. Julie Shimer and Joseph F. Woody to serve one-year terms expiring at the 2025 Annual Meeting of Stockholders ("Proposal No. 1");
2.To ratify the appointment of Deloitte & Touche LLP as the Company's independent auditors for 2024 ("Proposal No. 2"); and
3.To approve, on an advisory basis, the compensation of the Company's named executive officers, or NEOs ("Proposal No. 3").
Proposal No. 1.The Company's stockholders approved the nominees recommended for election in Proposal No. 1. The votes cast on Proposal No. 1 were as follows:
|
Director
|
For
|
Withhold
|
Broker non-votes
|
Gary D. Blackford
|
39,916,596
|
760,475
|
2,312,795
|
Dr. Lisa Egbuonu-Davis
|
39,845,016
|
832,055
|
2,312,795
|
Patrick J. O'Leary
|
40,149,326
|
527,745
|
2,312,795
|
Dr. Julie Shimer
|
39,726,238
|
950,833
|
2,312,795
|
Joseph F. Woody
|
40,385,119
|
291,952
|
2,312,795
|
Proposal No. 2. The Company's stockholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows:
|
For
|
Against
|
Abstain
|
Appointment of Deloitte & Touche LLP
|
42,503,768
|
435,813
|
50,285
|
Proposal No. 3. The Company's stockholders approved Proposal No. 3. The votes cast on Proposal No. 3 were as follows:
|
For
|
Against
|
Abstain
|
Broker non-votes
|
Approval of NEO compensation
|
38,515,084
|
2,104,432
|
57,555
|
2,312,795
|