What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-03-01 · 50 added, 52 removed, 236 unchanged (30% of the section changed)

6 unchanged sentences

Management’s Annual Report on Internal Control Over Financial Reporting

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.

9 unchanged sentences

Other Information

During the fiscal quarter ended December 31, 2023, none of our directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described below:

On December 4, 2023 , Matthew L.

Trerotola , the Company’s Chief Executive Officer and Chair of the Company’s Board of Directors , terminated a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) and originally adopted on December 8, 2022 for the sale of up to 6,000 shares of Company common stock until December 8, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

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”.

The following information with respect to our board of directors is presented as of February 22, 2024:

Name Age Position at Enovis Principal Employment

Trerotola 56 Chief Executive Officer and Chair of the Board of Directors Same

Brady Shirley 58 President, Chief Operating Officer and Director Same

Kelly 57 Director Chairman, President and Chief Executive Officer of Teleflex Incorporated

Philip Okala 55 Director Chief Operating Officer of Tufts Medicine

Clayton Perfall 65 Director Retired

Rajiv Vinnakota 52 Director President of the Institute for Citizens & Scholars (formerly the Woodrow Wilson National Fellowship Foundation)

Sharon Wienbar 62 Lead Independent Director Retired

Christine Ortiz 53 Director Morris Cohen Professor of Materials Science and Engineering at the Massachusetts Institute of Technology

Lalor 58 Director Retired

Barbara Bodem 56 Director Retired

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 2024 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 “2024 Proxy Statement”).

37 unchanged sentences

001-34045) as filed with the SEC on May 17, 2019

Share Purchase Agreement, dated September 22, 2023, between the Company and Emil Holding II S.a.r.l.

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 28, 2023

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.

7 unchanged sentences

001-34045) as filed with the SEC on February 24, 2020

Indenture, dated October 24, 2023, between the Company and U.S.

Bank Trust Company, National Association, as Trustee

Incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K (File No.

001-34045) as filed with the SEC on October 25, 2023

Form of 3.875% Convertible Senior Note due 2028

Incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K (File No.

001-34045) as filed with the SEC on October 25, 2023

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

1 unchanged sentence

001-34045) as filed with the SEC on August 7, 2012

Description Location

2016 Omnibus Incentive Plan* Incorporated by reference to Exhibit 10.01 to the Company’s Form 10-Q (File No.

4 unchanged sentences

001-34045) as filed with the SEC on February 24, 2020

Description Location

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.

28 unchanged sentences

001-34045) as filed with the SEC on May 27, 2020

Description Location

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.

4 unchanged sentences

001-34045) as filed with the SEC on May 27, 2020

Description Location

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.

29 unchanged sentences

001-34045) as filed with the SEC on July 23, 2015

Retirement Transition Agreement, dated December 31, 2022, between the Company and Christopher Hix* Filed herewith

Employment Agreement between the Company and Daniel A.

1 unchanged sentence

001-34045) as filed with the SEC on August 7, 2012

Letter Agreement between the Company and Phillip Benjamin Berry, dated December 31, 2022* Filed herewith

Letter Agreement between the Company and Phillip Benjamin Berry, dated December 31, 2022* Incorporated by reference to Exhibit 10.38 to the Company’s Form 10-K (File No.

001-34045) as filed with the SEC on March 1, 2023

Employment Agreement, dated as of November 14, 2016, by and between DJO Global, Inc.

1 unchanged sentence

001-34045) as filed with the SEC on February 19, 2021

Description Location

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

1 unchanged sentence

001-34045) as filed with the SEC on October 29, 2020

Description Location

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.

7 unchanged sentences

001-34045) as filed with the SEC on April 8, 2022

Amendment No.

1 to Credit Agreement, dated October 23, 2023, by and among the Company, the lenders and guarantors party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No.

001-34045) as filed with the SEC on October 25, 2023

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.

6 unchanged sentences

001-34045) as filed with the SEC on April 8, 2022

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.

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.

1 to the Registration Rights Agreement, by and among the Company and Mitchell P.

Rales and Steven M.

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

Amendment No.

2 to the Registration Rights Agreement, by and among the Company and Mitchell P.

Rales and Steven M.

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.

3 to the Registration Rights Agreement, by and among the Company and Mitchell P.

Rales and Steven M.

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.

4 to the Registration Rights Agreement, by and among the Company and Mitchell P.

Rales and Steven M.

Rales, dated February 21, 2022 Incorporated by reference to Exhibit 10.54 to the Company’s Form 10-K (File No.

001-34045) as filed with the SEC on February 22, 2022

Description Location

Registration Rights Agreement, dated as of January 24, 2012, between the Company and Mitchell P.

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

Registration Rights Agreement, dated as of January 24, 2012, between the Company and Steven M.

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

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.

001-34045) as filed with the SEC on April 8, 2022

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

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

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.

Letter Agreement between the Company and Patricia Lang, dated December 17, 2018* Incorporated by reference to Exhibit 10.64 to the Company’s Form 10-K (File No.

001-34045) as filed with the SEC on March 1, 2023

Retention Agreement, dated March 5, 2021, by and between the Company and Brady Shirley*

Enovis Corporation 2023 Non-Qualified Stock Purchase Plan

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

Retention Agreement, dated March 5, 2021, by and between the Company and Patricia Lang* Filed herewith

Letter Agreement between the Company and Patricia Lang, dated December 17, 2018* Filed herewith

001-34045) as filed with the SEC on May 22, 2023

Form of Capped Call Confirmation entered into with Initial Purchasers of 3.875% Convertible Notes

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No.

001-34045) as filed with the SEC on October 25, 2023

Description Location

Registration Rights Agreement, dated January 3, 2024, by and between the Company and Emil Holding II S.a.r.l.

Filed herewith

Subsidiaries of registrant Filed herewith

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith

Enovis Corporation Policy for Recovery of Erroneously Awarded Compensation, effective as of September 20, 2023

Filed herewith

101.INS Inline XBRL Instance Document Filed herewith

3 unchanged sentences

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith

Description Location

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith

3 unchanged sentences

Form 10-K Summary

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.

ENOVIS CORPORATION

/s/ MATTHEW L.

Chief Executive Officer and Director

Chair of the Board, 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.

March 1, 2023

February 22, 2024

/s/ MATTHEW L.

Chief Executive Officer and Director

Chair of the Board, Chief Executive Officer and Director

(Principal Executive Officer)

6 unchanged sentences

(Principal Accounting Officer)

/s/ MITCHELL P.

Chairman of the Board

President and Director

30 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures