1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2021.
+Added: Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of December 31, 2022.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report on Form 10-K, the Company’s disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
2 unchanged sentences
Management’s Annual Report on Internal Control Over Financial Reporting
−Removed: The management of Colfax Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.
+Added: The management of Enovis Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
12 unchanged sentences
Information relating to our Executive Officers is set forth in Part I of this Form 10-K under the caption “Information About Our Executive Officers”.
−Removed: Additional information regarding our Directors, Audit Committee and compliance with Section 16(a) of the Exchange Act, if necessary, is incorporated by reference to such information included in our proxy statement for our 2022 annual meeting to be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K (the “2022 Proxy Statement”) under the captions “Election of Directors”, “Board of Directors and its Committees - Audit Committee” and “Delinquent Section 16(a) Reports”.
+Added: Additional information regarding our Directors, Audit Committee and, if required, compliance with Section 16(a) of the Exchange Act is incorporated by reference to such information included in our proxy statement for our 2023 annual meeting to be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K (the “2023 Proxy Statement”).
As part of our system of corporate governance, our Board of Directors has adopted a code of ethics that applies to all employees, including our principal executive officer, our principal financial officer, principal accounting officer or other persons performing similar functions.
−Removed: A copy of the code of ethics is available on the Corporate Governance page of the Investor Relations section of our website at www.colfaxcorp.com .
+Added: A copy of the code of ethics is available on the Corporate Governance page of the Investor Relations section of our website at www.enovis.com .
We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our code of ethics by posting such information on our website at the address above.
Executive Compensation
−Removed: Information responsive to this item is incorporated by reference to such information included in our 2022 Proxy Statement under the captions “Executive Compensation,” “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation.”
+Added: Information responsive to this item is incorporated by reference to such information included in our 2023 Proxy Statement.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: Information responsive to this item is incorporated by reference to such information included in our 2022 Proxy Statement under the captions “Beneficial Ownership of Our Common Stock” and “Equity Compensation Plan Information.”
+Added: Information responsive to this item is incorporated by reference to such information included in our 2023 Proxy Statement.
Certain Relationships and Related Transactions, and Director Independence
−Removed: Information responsive to this item is incorporated by reference to such information included in our 2022 Proxy Statement under the captions “Certain Relationships and Related Person Transactions” and “Director Independence.”
+Added: Information responsive to this item is incorporated by reference to such information included in our 2023 Proxy Statement.
Principal Accountant Fees and Services
−Removed: Information responsive to this item is incorporated by reference to such information included in our 2022 Proxy Statement under the captions “Independent Registered Public Accounting Firm Fees and Services” and “Audit Committee’s Pre-Approval Policies and Procedures.”
+Added: Information responsive to this item is incorporated by reference to such information included in our 2023 Proxy Statement.
Exhibits and Financial Statement Schedules
1 unchanged sentence
(1) Financial Statements.
−Removed: The financial statements are set forth under “Item 8.
+Added: The financial statements are set forth under Part II, Item 8.
“Financial Statements and Supplementary Data” of this report on Form 10-K.
(2) Schedules.
−Removed: An index of Exhibits and Schedules begins on page
−Removed: of this report.
−Removed: Schedules other than those listed below have been omitted from this Annual Report because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.
+Added: An index of Exhibits and Schedules begins on page 109 of this report.
+Added: Schedules other than those listed have been omitted from this Annual Report because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.
(3) Exhibits:
5 unchanged sentences
EXHIBIT INDEX
−Removed: Purchase Agreement, dated as of September 24, 2017, by and between Colfax Corporation and CIRCOR International, Inc.
−Removed: Incorporated by reference to Exhibit 2.1 to Colfax Corporation’s Form 8-K (File No.
+Added: Explanatory Note :
+Added: On April 4, 2022, the Company changed its corporate name from “Colfax Corporation” to “Enovis Corporation”.
+Added: References to “the Company” in the exhibit index below refer to “Colfax Corporation” with respect to periods prior to the date of the name change, and to Enovis Corporation with respect to periods after the date of the name change.
+Added: Separation and Distribution Agreement, dated April 4, 2022, between the Company and ESAB Corporation Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No.
+Added: 001-34045) as filed with the SEC on April 8, 2022.
+Added: Purchase Agreement, dated as of September 24, 2017, by and between the Company and CIRCOR International, Inc.
+Added: Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on September 25, 2017
−Removed: Agreement and Plan of Merger, dated as of November 19, 2018, by and among DJO Global, Inc.
−Removed: Colfax Corporation, Motion Merger Sub, Inc.
−Removed: and Grand Slam Holdings, LLC Incorporated by reference to Exhibit 2.1 to Colfax Corporation’s Form 8-K (File No.
−Removed: 001-34045) as filed with the SEC on November 19, 2018
−Removed: Equity and Asset Purchase Agreement, dated as of May 15, 2019, by and among Colfax Corporation, the entities set forth on Schedule I-A thereto, Granite Holdings US Acquisition Co.
+Added: Equity and Asset Purchase Agreement, dated as of May 15, 2019, by and among the Company, the entities set forth on Schedule I-A thereto, Granite Holdings US Acquisition Co.
International, Inc.
−Removed: and Brilliant 3047, GmbH Incorporated by reference to Exhibit 2.1 to Colfax Corporation’s Form 8-K (File No.
+Added: and Brilliant 3047, GmbH Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on May 17, 2019
−Removed: Amended and Restated Certificate of Incorporation of Colfax Corporation Incorporated by reference to Exhibit 3.01 to Colfax Corporation’s Form 8-K (File No.
+Added: Amended and Restated Certificate of Incorporation of the Company Incorporated by reference to Exhibit 3.01 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on January 30, 2012
−Removed: Colfax Corporation Amended and Restated Bylaws Incorporated by reference to Exhibit 3.02 to Colfax Corporation’s Form 10-Q (File No.
−Removed: 001-34045) as filed with the SEC on July 23, 2015
−Removed: Specimen Common Stock Certificate Incorporated by reference to Exhibit 4.1 to Colfax Corporation’s Form S-1 (File 333-148486) as filed with the SEC on May 1, 2008
−Removed: Indenture, dated as of April 19, 2017, by and among Colfax Corporation, as issuer, the Subsidiary Guarantors named therein, Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent, and Deutsche Bank Luxembourg S.A., as transfer agent, registrar and authenticating agent, and Form of Global Note included therein Incorporated by reference to Exhibit 4.1 to Colfax Corporation’s Form 8-K (File No.
+Added: Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on April 8,2022
−Removed: Purchase Contract Agreement dated as of January 11, 2019, by and between Colfax Corporation and U.S.
−Removed: Bank National Association, as purchase contract agent, attorney-in-fact for holders of purchase contracts and trustee under the indenture Incorporated by reference to Exhibit 4.1 to Colfax Corporation’s Form 8-K (File No.
−Removed: 001-34045) as filed with the SEC on January 11, 2019
−Removed: Indenture dated as of January 11, 2019, by and between Colfax Corporation and U.S.
−Removed: Bank National Association, as trustee Incorporated by reference to Exhibit 4.4 to Colfax Corporation’s Form 8-K (File No.
−Removed: 001-34045) as filed with the SEC on January 11, 2019
−Removed: First Supplemental Indenture, dated as of January 11, 2019, between Colfax Corporation and U.S.
−Removed: Bank National Association, as trustee Incorporated by reference to Exhibit 4.5 to Colfax Corporation’s Form 8-K (File No.
−Removed: 001-34045) as filed with the SEC on January 11, 2019
−Removed: Indenture, dated as of February 5, 2019, between CFX Escrow Corporation, as issuer, and Wilmington Trust, National Association, as trustee Incorporated by reference to Exhibit 4.1 to Colfax Corporation’s Form 8-K (File No.
−Removed: 001-34045) as filed with the SEC on February 25, 2019
−Removed: First Supplemental Indenture, dated as of February 22, 2019, by and among Colfax Corporation (as successor to CFX Escrow Corporation), the guarantors named therein and Wilmington Trust, National Association, as trustee Incorporated by reference to Exhibit 4.2 to Colfax Corporation’s Form 8-K (File No.
+Added: Amended and Restated Bylaws of the Company Incorporated by reference to Exhibit 3.02 to the Company’s Form 8-K (File No.
+Added: 001-34045) as filed with the SEC on December 15, 2022
+Added: Specimen Common Stock Certificate Incorporated by reference to Exhibit 4.1 to the Company’s Form S-1 (File 333-148486) as filed with the SEC on May 1, 2008
+Added: Description of Securities registered under Section 12 of the Exchange Act Incorporated by reference to Exhibit 4.8 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 24, 2020
−Removed: Description of Securities registered under Section 12 of the Exchange Act Filed herewith
−Removed: Colfax Corporation 2008 Omnibus Incentive Plan* Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form S-1 (File 333-148486) as filed with the SEC on April 23, 2008
−Removed: Colfax Corporation 2008 Omnibus Incentive Plan, as amended and restated April 2, 2012* Incorporated by reference to Exhibit 10.07 to Colfax Corporation’s Form 10-Q (File No.
+Added: 2008 Omnibus Incentive Plan* Incorporated by reference to Exhibit 10.1 to the Company’s Form S-1 (File 333-148486) as filed with the SEC on April 23, 2008
+Added: 2008 Omnibus Incentive Plan, as amended and restated April 2, 2012* Incorporated by reference to Exhibit 10.07 to the Company’s Form 10-Q (File No.
001-34045) as filed with the SEC on August 7, 2012
−Removed: Colfax Corporation 2016 Omnibus Incentive Plan* Incorporated by reference to Exhibit 10.01 to Colfax Corporation’s Form 10-Q (File No.
+Added: 2016 Omnibus Incentive Plan* Incorporated by reference to Exhibit 10.01 to the Company’s Form 10-Q (File No.
001-34045) as filed with the SEC on July 28, 2016
−Removed: Form of Non-Qualified Stock Option Agreement for officers * Incorporated by reference to Exhibit 10.5 to Colfax Corporation’s Form 10-K (File No.
+Added: Form of Non-Qualified Stock Option Agreement for officers * Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 14, 2017
−Removed: Form of Non-Qualified Stock Option Agreement for officers with retirement provision * Incorporated by reference to Exhibit 10.6 to Colfax Corporation’s Form 10-K (File No.
+Added: Form of Non-Qualified Stock Option Agreement for officers with retirement provision * Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 24, 2020
−Removed: Form of Non-Qualified Stock Option Agreement for non-officers * Incorporated by reference to Exhibit 10.6 to Colfax Corporation’s Form 10-K (File No.
+Added: Description Location
+Added: Form of Non-Qualified Stock Option Agreement for non-officers * Incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 14, 2017
−Removed: Form of Non-Qualified Stock Option Agreement for non-officers with retirement provision* Incorporated by reference to Exhibit 10.8 to Colfax Corporation’s Form 10-K (File No.
+Added: Form of Non-Qualified Stock Option Agreement for non-officers with retirement provision* Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 24, 2020
−Removed: Form of Performance Stock Unit Agreement* Incorporated by reference to Exhibit 10.7 to Colfax Corporation’s Form 10-K (File No.
+Added: Form of Performance Stock Unit Agreement* Incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 14, 2017
−Removed: Form of Performance Stock Unit Agreement with retirement provision* Incorporated by reference to Exhibit 10.10 to Colfax Corporation’s Form 10-K (File No.
+Added: Form of Performance Stock Unit Agreement with retirement provision* Incorporated by reference to Exhibit 10.10 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 24, 2020
−Removed: Form of Restricted Stock Unit Agreement* Incorporated by reference to Exhibit 10.8 to Colfax Corporation’s Form 10-K (File No.
+Added: Form of Restricted Stock Unit Agreement* Incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 14, 2017
−Removed: Form of Restricted Stock Unit Agreement with retirement provisions* Incorporated by reference to Exhibit 10.12 to Colfax Corporation’s Form 10-K (File No.
+Added: Form of Restricted Stock Unit Agreement with retirement provisions* Incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 24, 2020
−Removed: Form of Outside Director Deferred Stock Unit Agreement* Incorporated by reference to Exhibit 10.9 to Colfax Corporation’s Form 10-K (File No.
+Added: Form of Outside Director Deferred Stock Unit Agreement* Incorporated by reference to Exhibit 10.9 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 14, 2017
−Removed: Form of Outside Director Restricted Stock Unit Agreement (no deferral)* Incorporated by reference to Exhibit 10.10 to Colfax Corporation’s Form 10-K (File No.
+Added: Form of Outside Director Restricted Stock Unit Agreement (no deferral)* Incorporated by reference to Exhibit 10.10 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 14, 2017
−Removed: Form of Outside Director Deferred Stock Unit Agreement for deferral of grants of restricted stock * Incorporated by reference to Exhibit 10.11 to Colfax Corporation’s Form 10-K (File No.
+Added: Form of Outside Director Deferred Stock Unit Agreement for deferral of grants of restricted stock * Incorporated by reference to Exhibit 10.11 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 14, 2017
−Removed: Form of Outside Director Deferred Stock Unit Agreement for deferral of director fees* Incorporated by reference to Exhibit 10.12 to Colfax Corporation’s Form 10-K (File No.
+Added: Form of Outside Director Deferred Stock Unit Agreement for deferral of director fees* Incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 14, 2017
−Removed: Form of Outside Director Non-Qualified Stock Option Agreement* Incorporated by reference to Exhibit 10.13 to Colfax Corporation’s Form 10-K (File No.
+Added: Form of Outside Director Non-Qualified Stock Option Agreement* Incorporated by reference to Exhibit 10.13 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 14, 2017
−Removed: Colfax Corporation 2020 Omnibus Incentive Plan* Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No.
+Added: 2020 Omnibus Incentive Plan* Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on May 27, 2020
−Removed: Description Location
−Removed: Form of Non-Qualified Stock Option Agreement – Chief Executive Officer (2020 Plan)* Incorporated by reference to Exhibit 10.2 to Colfax Corporation’s Form 8-K (File No.
+Added: First Amendment to 2020 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.1 to the Company’s form 8-K (File No.
+Added: 001-34045) as filed with the SEC on June 13, 2022
+Added: Form of Non-Qualified Stock Option Agreement – Chief Executive Officer (2020 Plan)* Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on May 27, 2020
−Removed: Form of Non-Qualified Stock Option Agreement – Officer (w/ Retirement) (2020 Plan)* Incorporated by reference to Exhibit 10.3 to Colfax Corporation’s Form 8-K (File No.
+Added: Form of Non-Qualified Stock Option Agreement – Officer (w/ Retirement) (2020 Plan)* Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on May 27, 2020
−Removed: Form of Non-Qualified Stock Option Agreement – Outside Director (2020 Plan)* Incorporated by reference to Exhibit 10.4 to Colfax Corporation’s Form 8-K (File No.
+Added: Form of Non-Qualified Stock Option Agreement – Outside Director (2020 Plan)* Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on May 27, 2020
−Removed: Form of Performance Stock Unit Agreement – Chief Executive Officer (2020 Plan)* Incorporated by reference to Exhibit 10.5 to Colfax Corporation’s Form 8-K (File No.
+Added: Form of Performance Stock Unit Agreement – Chief Executive Officer (2020 Plan)* Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on May 27, 2020
−Removed: Form of Performance Stock Unit Agreement – Officer (w/ Retirement) (2020 Plan)* Incorporated by reference to Exhibit 10.6 to Colfax Corporation’s Form 8-K (File No.
+Added: Form of Performance Stock Unit Agreement – Officer (w/ Retirement) (2020 Plan)* Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on May 27, 2020
−Removed: Form of Restricted Stock Unit Agreement – Chief Executive Officer (2020 Plan)* Incorporated by reference to Exhibit 10.7 to Colfax Corporation’s Form 8-K (File No.
+Added: Description Location
+Added: Form of Restricted Stock Unit Agreement – Chief Executive Officer (2020 Plan)* Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on May 27, 2020
−Removed: Restricted Stock Unit Agreement – Officer (w/ Retirement) (2020 Plan)* Incorporated by reference to Exhibit 10.8 to Colfax Corporation’s Form 8-K (File No.
+Added: Restricted Stock Unit Agreement – Officer (w/ Retirement) (2020 Plan)* Incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on May 27, 2020
−Removed: Form of Restricted Stock Unit Agreement – Outside Director (2020 Plan)* Incorporated by reference to Exhibit 10.9 to Colfax Corporation’s Form 8-K (File No.
+Added: Form of Restricted Stock Unit Agreement – Outside Director (2020 Plan)* Incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on May 27, 2020
Form of Retention Restricted Stock Unit Agreement (2020 Plan)*
−Removed: Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No.
001-3405) as filed with the SEC on March 5, 2021
−Removed: Colfax Corporation Amended and Restated Excess Benefit Plan, effective as of January 1, 2013* Incorporated by reference to Exhibit 10.13 to Colfax Corporation’s Form 10-K (File No.
+Added: Amended and Restated Excess Benefit Plan, effective as of January 1, 2013* Incorporated by reference to Exhibit 10.13 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 19, 2013
Amendment No.
−Removed: 1 to Colfax Corporation Amended and Restated Excess Benefit Plan, dated December 12, 2018* Incorporated by reference to Exhibit 10.19 to Colfax Corporation’s Form 10-K (File No.
+Added: 1 to Amended and Restated Excess Benefit Plan, dated December 12, 2018* Incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 24, 2020
−Removed: Colfax Corporation Nonqualified Deferred Compensation Plan, as effective January 1, 2016* Incorporated by reference to Exhibit 10.15 to Colfax Corporation’s Form 10-K (File No.
+Added: Nonqualified Deferred Compensation Plan, as effective January 1, 2016* Incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 16, 2016
Amendment No.
−Removed: 1 to Colfax Corporation Nonqualified Deferred Compensation Plan, effective as of February 13, 2017* Incorporated by reference to Exhibit 10.21 to Colfax Corporation’s Form 10-K (File No.
+Added: 1 to Nonqualified Deferred Compensation Plan, effective as of February 13, 2017* Incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 24, 2020
Amendment No.
−Removed: 2 to Colfax Corporation Nonqualified Deferred Compensation Plan, dated December 12, 2018* Incorporated by reference to Exhibit 10.22 to Colfax Corporation’s Form 10-K (File No.
+Added: 2 to Nonqualified Deferred Compensation Plan, dated December 12, 2018* Incorporated by reference to Exhibit 10.22 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 24, 2020
Amendment No.
−Removed: 3 to Colfax Corporation Nonqualified Deferred Compensation Plan, effective as of December 1, 2020* Filed herewith
+Added: 3 to Nonqualified Deferred Compensation Plan, effective as of December 1, 2020* Incorporated by reference to Exhibit 10.32 to the Company’s Form 10-K (File No.
+Added: 001-34045) as filed with the SEC on February 22, 2022
Amendment No.
−Removed: 4 to Colfax Corporation Nonqualified Deferred Compensation Plan, effective as of January 1, 2022* Filed herewith
+Added: 4 to Nonqualified Deferred Compensation Plan, effective as of January 1, 2022* Incorporated by reference to Exhibit 10.33 to the Company’s Form 10-K (File.
+Added: 001-34045) as filed with the SEC on February 22, 2022
Employment Agreement between Matthew L.
−Removed: Trerotola and Colfax Corporation* Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No.
−Removed: 001-34045) as filed with the SEC on July 23, 2015
−Removed: Letter Agreement between Colfax Corporation and Christopher Hix* Incorporated by reference to Exhibit 10.02 to Colfax Corporation’s Form 10-Q (File No.
+Added: Trerotola and the Company* Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on July 23, 2015
−Removed: Description Location
−Removed: Employment Agreement between Colfax Corporation and Daniel A.
−Removed: Pryor* Incorporated by reference to Exhibit 10.04 to Colfax Corporation’s Form 10-Q (File No.
+Added: Retirement Transition Agreement, dated December 31, 2022, between the Company and Christopher Hix* Filed herewith
+Added: Employment Agreement between the Company and Daniel A.
+Added: Pryor* Incorporated by reference to Exhibit 10.04 to the Company’s Form 10-Q (File No.
001-34045) as filed with the SEC on August 7, 2012
−Removed: Letter Agreement between Colfax Corporation and Shyam Kambeyanda* Incorporated by reference to Exhibit 10.02 to Colfax Corporation’s Form 10-Q (File No.
−Removed: 001-34045) as filed with the SEC on July 28, 2017
+Added: Letter Agreement between the Company and Phillip Benjamin Berry, dated December 31, 2022* Filed herewith
Employment Agreement, dated as of November 14, 2016, by and between DJO Global, Inc.
−Removed: and Brady Shirley* Incorporated by reference to Exhibit 10.35 to Colfax Corporation’s Form 10-K (File No.
+Added: and Brady Shirley* Incorporated by reference to Exhibit 10.35 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 19, 2021
−Removed: Form of Indemnification Agreement between Colfax Corporation and each of its directors and executive officers* Incorporated by reference to Exhibit 10.3 to Colfax Corporation’s Form S-1 (File 333-148486) as filed with the SEC on May 1, 2008
−Removed: Form of Change in Control Agreement* Incorporated by reference to Exhibit 10.01 to Colfax Corporation’s Form 10-Q (File No.
+Added: Form of Indemnification Agreement between the Company and each of its directors and executive officers* Incorporated by reference to Exhibit 10.3 to the Company’s Form S-1 (File 333-148486) as filed with the SEC on May 1, 2008
+Added: Form of Change in Control Agreement* Incorporated by reference to Exhibit 10.01 to the Company’s Form 10-Q (File No.
001-34045) as filed with the SEC on October 29, 2020
−Removed: Colfax Corporation Annual Incentive Plan, as amended and restated April 3, 2020* Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No.
+Added: Description Location
+Added: Annual Incentive Plan, as amended and restated April 3, 2020* Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on April 9, 2020
−Removed: Colfax Executive Officer Severance Plan* Incorporated by reference to Exhibit 10.02 to Colfax Corporation’s Form 10-Q (File No.
+Added: Executive Officer Severance Plan* Incorporated by reference to Exhibit 10.02 to the Company’s Form 10-Q (File No.
001-34045) as filed with the SEC on July 23, 2015
−Removed: Colfax Corporation Director Deferred Compensation Plan* Incorporated by reference to Exhibit 10.9 to Colfax Corporation’s Form S-1 (File 333-148486) as filed with the SEC on April 23, 2008
−Removed: Amendment No.
−Removed: 1 to the Colfax Corporation Director Deferred Compensation Plan* Incorporated by reference to Exhibit 10.24 to Colfax Corporation’s Form 10-K (File 333-148486) as filed with the SEC on February 16, 2018
−Removed: Credit Agreement, dated December 17, 2018, by and among Colfax Corporation, as the borrower, certain U.S.
−Removed: subsidiaries of Colfax Corporation identified therein, as guarantors, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Credit Suisse Loan Funding LLC, as syndication agent, and the co-documentation agents named therein Incorporated by reference to Exhibit 99.1 to Colfax Corporation’s Form 8-K (File No.
−Removed: 001-34045) as filed with the SEC on December 18, 2018
−Removed: Amendment No.
−Removed: 1 to Credit Agreement dated as of September 25, 2019.
−Removed: Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 10-Q (File No.
−Removed: 001-34045) as filed with the SEC on October 31, 2019
−Removed: Amendment No.
−Removed: 2 to Credit Agreement dated as of December 6, 2019 Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No.
−Removed: 001-34045) as filed with the SEC on December 11, 2019
−Removed: Amendment No.
−Removed: 3 to Credit Agreement dated as of May 1, 2020 Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No.
−Removed: 001-34045) as filed with the SEC on May 7, 2020
+Added: Director Deferred Compensation Plan* Incorporated by reference to Exhibit 10.9 to the Company’s Form S-1 (File 333-148486) as filed with the SEC on April 23, 2008
Amendment No.
−Removed: 4 to Credit Agreement dated as of April 15, 2021 Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 10-Q (File No.
−Removed: 001-34045) as filed with the SEC on July 28, 2021
−Removed: Registration Rights Agreement, dated May 30, 2003, by and among Colfax Corporation, Colfax Capital Corporation, Janalia Corporation, Equity Group Holdings, L.L.C., and Mitchell P.
+Added: 1 to the Director Deferred Compensation Plan* Incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K (File 333-148486) as filed with the SEC on February 16, 2018
+Added: Credit Agreement, dated April 4, 2022, by and among the Company, as the lead borrower, certain subsidiaries of the Company identified therein as guarantors, each of the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Citizens Bank, N.A., BNP Paribas, Bank of Montreal and Wells Fargo Bank, National Association, as co-syndication agents, and joint bookrunners and joint lead arrangers named therein Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K (File No.
+Added: 001-34045) as filed with the SEC on April 8, 2022
+Added: Transition Services Agreement, dated April 4, 2022, between the Company and ESAB Corporation Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No.
+Added: 001-34045) as filed with the SEC on April 8, 2022
+Added: Tax Matters Agreement, dated April 4, 2022, between the Company and ESAB Corporation Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No.
+Added: 001-34045) as filed with the SEC on April 8, 2022
+Added: Employee Matters Agreement, dated April 4, 2022, between the Company and ESAB Corporation Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No.
+Added: 001-34045) as filed with the SEC on April 8, 2022
+Added: Intellectual Property Matters Agreement, dated April 4, 2022, between the Company and ESAB Corporation Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K (File No.
+Added: 001-34045) as filed with the SEC on April 8, 2022
+Added: Registration Rights Agreement, dated May 30, 2003, by and among the Company, Colfax Capital Corporation, Janalia Corporation, Equity Group Holdings, L.L.C., and Mitchell P.
Rales and Steven M.
−Removed: Rales Incorporated by reference to Exhibit 10.4 to Colfax Corporation’s Form S-1 (File 333-148486) as filed with the SEC on March 11, 2008
+Added: Rales Incorporated by reference to Exhibit 10.4 to the Company’s Form S-1 (File 333-148486) as filed with the SEC on March 11, 2008
Amendment No.
−Removed: 1 to the Registration Rights Agreement, by and among Colfax Corporation and Mitchell P.
+Added: 1 to the Registration Rights Agreement, by and among the Company and Mitchell P.
Rales and Steven M.
−Removed: Rales, dated February 18, 2013 Incorporated by reference to Exhibit 10.30 to Colfax Corporation’s Form 10-K (File No.
+Added: Rales, dated February 18, 2013 Incorporated by reference to Exhibit 10.30 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 19, 2013
−Removed: Description Location
Amendment No.
−Removed: 2 to the Registration Rights Agreement, by and among Colfax Corporation and Mitchell P.
+Added: 2 to the Registration Rights Agreement, by and among the Company and Mitchell P.
Rales and Steven M.
−Removed: Rales, dated February 15, 2016 Incorporated by reference to Exhibit 10.37 to Colfax Corporation’s Form 10-K (File No.
+Added: Rales, dated February 15, 2016 Incorporated by reference to Exhibit 10.37 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 16, 2016
Amendment No.
−Removed: 3 to the Registration Rights Agreement, by and among Colfax Corporation and Mitchell P.
+Added: 3 to the Registration Rights Agreement, by and among the Company and Mitchell P.
Rales and Steven M.
−Removed: Rales, dated February 21, 2019 Incorporated by reference to Exhibit 10.40 to Colfax Corporation’s Form 10-K (File No.
+Added: Rales, dated February 21, 2019 Incorporated by reference to Exhibit 10.40 to the Company’s Form 10-K (File No.
001-34045) as filed with the SEC on February 21, 2019
Amendment No.
−Removed: 4 to the Registration Rights Agreement, by and among Colfax Corporation and Mitchell P.
+Added: 4 to the Registration Rights Agreement, by and among the Company and Mitchell P.
Rales and Steven M.
−Removed: Rales, dated February 21, 2022 Filed herewith
−Removed: Registration Rights Agreement, dated as of January 24, 2012, between Colfax Corporation and Mitchell P.
−Removed: Rales Incorporated by reference to Exhibit 10.02 to Colfax Corporation’s Form 8-K (File No.
−Removed: 001-34045) as filed with the SEC on January 30, 2012
−Removed: Registration Rights Agreement, dated as of January 24, 2012, between Colfax Corporation and Steven M.
−Removed: Rales Incorporated by reference to Exhibit 10.03 to Colfax Corporation’s Form 8-K (File No.
+Added: Rales, dated February 21, 2022 Incorporated by reference to Exhibit 10.54 to the Company’s Form 10-K (File No.
+Added: 001-34045) as filed with the SEC on February 22, 2022
+Added: Description Location
+Added: Registration Rights Agreement, dated as of January 24, 2012, between the Company and Mitchell P.
+Added: Rales Incorporated by reference to Exhibit 10.02 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on January 30, 2012
−Removed: Registration Rights Agreement, dated as of January 24, 2012, between Colfax Corporation and Markel Corporation Incorporated by reference to Exhibit 10.04 to Colfax Corporation’s Form 8-K (File No.
+Added: Registration Rights Agreement, dated as of January 24, 2012, between the Company and Steven M.
+Added: Rales Incorporated by reference to Exhibit 10.03 to the Company’s Form 8-K (File No.
001-34045) as filed with the SEC on January 30, 2012
−Removed: Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Matthew Trerotola* Incorporated by reference to Exhibit 10.2 to Colfax Corporation’s Form 8-K (File No.
−Removed: 001-3405) as filed with the SEC on March 5, 2021
−Removed: Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Christopher Hix* Incorporated by reference to Exhibit 10.3 to Colfax Corporation’s Form 8-K (File No.
−Removed: 001-3405) as filed with the SEC on March 5, 2021
−Removed: Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Daniel Pryor* Incorporated by reference to Exhibit 10.4 to Colfax Corporation’s Form 8-K (File No.
+Added: EBS License Agreement, dated April 4, 2022, between the Company and ESAB Corporation Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K (File No.
+Added: 001-34045) as filed with the SEC on April 8, 2022
+Added: Retention Agreement, dated March 5, 2021, by and between the Company and Matthew Trerotola* Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No.
001-3405) as filed with the SEC on March 5, 2021
−Removed: Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Shyam Kambeyanda*
−Removed: Incorporated by reference to Exhibit 10.5 to Colfax Corporation’s Form 8-K (File No.
+Added: Retention Agreement, dated March 5, 2021, by and between the Company and Christopher Hix* Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No.
001-3405) as filed with the SEC on March 5, 2021
−Removed: Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Brady Shirley*
−Removed: Incorporated by reference to Exhibit 10.6 to Colfax Corporation’s Form 8-K (File No.
+Added: Retention Agreement, dated March 5, 2021, by and between the Company and Daniel Pryor* Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K (File No.
001-3405) as filed with the SEC on March 5, 2021
−Removed: Change in Control Agreement, dated March 5, 2021, by and between Colfax Corporation and Shyam Kambeyanda*
−Removed: Incorporated by reference to Exhibit 10.7 to Colfax Corporation’s Form 8-K (File No.
+Added: Retention Agreement, dated March 5, 2021, by and between the Company and Brady Shirley*
+Added: Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K (File No.
001-3405) as filed with the SEC on March 5, 2021
+Added: Retention Agreement, dated March 5, 2021, by and between the Company and Patricia Lang* Filed herewith
+Added: Letter Agreement between the Company and Patricia Lang, dated December 17, 2018* Filed herewith
Subsidiaries of registrant Filed herewith
Consent of Independent Registered Public Accounting Firm Filed herewith
−Removed: Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the
−Removed: Securities Exchange Act of 1934 Filed herewith
+Added: Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 Filed herewith
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
5 unchanged sentences
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith
−Removed: Description Location
101.CAL Inline XBRL Extension Calculation Linkbase Document Filed herewith
1 unchanged sentence
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith
+Added: Description Location
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
3 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 22, 2022.
−Removed: COLFAX CORPORATION
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 1, 2023.
+Added: ENOVIS CORPORATION
/s/ MATTHEW L.
−Removed: President and Chief Executive Officer
+Added: Chief Executive Officer and Director
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
−Removed: February 22, 2022
+Added: March 1, 2023
/s/ MATTHEW L.
−Removed: President and Chief Executive Officer
+Added: Chief Executive Officer and Director
(Principal Executive Officer)
−Removed: /s/ CHRISTOPHER M.
−Removed: Christopher M.
−Removed: Executive Vice President, Finance and Chief Financial Officer
+Added: /s/ PHILLIP B.
+Added: Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
−Removed: /s/ DOUGLAS J.
+Added: /s/ JOHN KLECKNER
+Added: John Kleckner
Vice President, Controller and Chief Accounting Officer
2 unchanged sentences
Chairman of the Board
−Removed: /s/ PATRICK W.
−Removed: /s/ THOMAS S.
−Removed: /s/ RHONDA L.
+Added: President and Director
+Added: CHRISTINE ORTIZ
+Added: Christine Ortiz
+Added: /s/ ANGELA S.
CLAYTON PERFALL
Clayton Perfall
−Removed: /s/ DIDIER TEIRLINCK
−Removed: Didier Teirlinck
+Added: /s/ BARBARA BODEM
+Added: Barbara Bodem
/s/ RAJIV VINNAKOTA
2 unchanged sentences
/s/ PHILIP OKALA
−Removed: COLFAX CORPORATION AND SUBSIDIARIES
+Added: ENOVIS CORPORATION AND SUBSIDIARIES
SCHEDULE II–VALUATION AND QUALIFYING ACCOUNTS
10 unchanged sentences
Allowance for credit losses 6,849 1,040 — ( 1,245 ) ( 55 ) 6,589
−Removed: $ 36,009 $ 7,574 $ — $ ( 5,165 ) $ ( 752 ) $ 37,666
Valuation allowance for deferred tax assets 112,129 ( 4,496 ) 1,352 2,827 — 111,812
3 unchanged sentences
(1) Amounts charged to expense are net of recoveries for the respective period.
−Removed: (2) Represents fair value adjustments related to acquisitions, as well as amounts charged to goodwill and reclassifications to deferred tax asset accounts.
−Removed: (3) The Allowance for credit losses as of January 1, 2020 includes the cumulative-effect adjustment of the adoption of ASU No.
−Removed: 2016-13, Financial Instruments - Credit Losses (Topic 326):
−Removed: Measurement of Credit Losses on Financial Instruments.
+Added: (2) Represent fair value adjustments related to acquisitions, as well as amounts charged to Goodwill and reclassifications to deferred tax asset accounts.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.