UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 13, 2022, the Board of Directors of Enovis Corporation (the “Company”) adopted and approved amended and restated bylaws (the “Amended and Restated Bylaws”), effective as of such date. The Amended and Restated Bylaws were amended to:
| (i) | update provisions regarding notice of an adjournment of any meeting of stockholders and the availability of the list of stockholders entitled to vote at a meeting of stockholders, each to align with recent amendments to the Delaware General Corporation Law, as amended; |
| (ii) | clarify procedures for stockholders to propose business or nominations to be considered at annual or special meetings of the Company’s stockholders; |
| (iii) | establish additional requirements and disclosures regarding proposing stockholders, proposed nominees and business, and other persons related to a stockholder’s solicitation of proxies; |
| (iv) | address the new universal proxy rules adopted by the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including a requirement for a stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act, and to provide reasonable evidence that certain requirements of such rule have been satisfied; |
| (v) | provide that disclosures included in a stockholder’s notice of nominations or proposals regarding other business be updated so that they are accurate as of the stockholder meeting record date and as of ten business days prior to the stockholder meeting; |
| (vi) | require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and |
| (vii) | make certain additional technical, conforming, modernizing and clarifying changes. |
The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Document Description | |
| 3.1 | Amended and Restated Bylaws of Enovis Corporation, effective as of December 13, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| ENOVIS CORPORATION | ||||||
| Date: December 15, 2022 | ||||||
| By: | /s/ Christopher M. Hix | |||||
| Name: | Christopher M. Hix | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||