4 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: The Company completed the Lima acquisition on January 3, 2024.
+Added: Management considers this transaction to be material to the Company’s consolidated financial statements and believes that the internal controls and procedures of Lima have a material effect on the Company’s internal control over financial reporting.
+Added: We are currently in the process of incorporating the internal controls and procedures of Lima into our internal controls over financial reporting and extending our compliance program under the Sarbanes-Oxley Act of 2002 to include Lima.
+Added: The Company will report on its assessment of the consolidated operations within the time period provided by the Exchange Act and the applicable SEC rules and regulations concerning business combinations.
+Added: Other than the Lima acquisition noted above, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
7 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.
−Removed: Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 based on the criteria established in Internal Control - Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
+Added: Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2024
+Added: based on the criteria established in Internal Control - Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2024.
+Added: Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 excluded Lima, which was acquired by the Company in January 2024.
+Added: The total assets and net sales of Lima represents 21 percent and 15 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
+Added: Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the year of acquisition while integrating the acquired company under guidelines established by the Securities and Exchange Commission.
Our independent registered public accounting firm is engaged to express an opinion on our internal control over financial reporting, as stated in its report, which is included in Part II, Item 8 of this Form 10-K under the caption “Report of Independent Registered Public Accounting Firm—Internal Control Over Financial Reporting.”
Other Information
−Removed: 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:
−Removed: On December 4, 2023 , Matthew L.
+Added: During the fiscal year ended December 31, 2024, 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.
+Added: During the fiscal year ended December 31, 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.
5 unchanged sentences
Trerotola 57 Chief Executive Officer and Chair of the Board of Directors Same
−Removed: Brady Shirley 58 President, Chief Operating Officer and Director Same
+Added: Brady Shirley 59 Director
Kelly 58 Director Chairman, President and Chief Executive Officer of Teleflex Incorporated
7 unchanged sentences
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 2025 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 “2025 Proxy Statement”).
+Added: We have adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities by directors, officers, employees, contractors, consultants and other persons designated by the Company that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing requirements of the New York Stock Exchange.
+Added: A copy of our insider trading policy is filed as exhibit 19.1 to this Annual Report on Form 10-K.
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.
29 unchanged sentences
001-34045) as filed with the SEC on April 8, 2022.
−Removed: Purchase Agreement, dated as of September 24, 2017, by and between the Company and CIRCOR International, Inc.
−Removed: Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No.
−Removed: 001-34045) as filed with the SEC on September 25, 2017
−Removed: 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.
−Removed: International, Inc.
−Removed: and Brilliant 3047, GmbH Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No.
−Removed: 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.
5 unchanged sentences
001-34045) as filed with the SEC on April 8,2022
+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.
+Added: 001-34045) as filed with the SEC on May 22, 2024
Amended and Restated Bylaws of the Company Incorporated by reference to Exhibit 3.02 to the Company’s Form 8-K (File No.
1 unchanged sentence
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
−Removed: 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.
−Removed: 001-34045) as filed with the SEC on February 24, 2020
+Added: Description of Securities registered under Section 12 of the Exchange Act Filed herewith
Indenture, dated October 24, 2023, between the Company and U.S.
5 unchanged sentences
001-34045) as filed with the SEC on October 25, 2023
−Removed: 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
−Removed: 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.
−Removed: 001-34045) as filed with the SEC on August 7, 2012
−Removed: Description Location
2016 Omnibus Incentive Plan* Incorporated by reference to Exhibit 10.01 to the Company’s Form 10-Q (File No.
6 unchanged sentences
001-34045) as filed with the SEC on February 14, 2017
+Added: Description Location
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.
22 unchanged sentences
001-34045) as filed with the SEC on June 13, 2022
+Added: Second Amendment to 2020 Omnibus Incentive Plan*
+Added: 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 May 22, 2024
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.
2 unchanged sentences
001-34045) as filed with the SEC on May 27, 2020
−Removed: 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
+Added: 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.
7 unchanged sentences
001-3405) as filed with the SEC on March 5, 2021
+Added: Form of Option Award Agreement (for awards on or after January 1, 2025) (2020 Plan)*
+Added: Filed herewith
+Added: Form of Restricted Stock Unit Agreement (for awards on or after January 1, 2025) (2020 Plan)*
+Added: Filed herewith
+Added: Form of Performance Restricted Stock Unit Agreement (for awards on or after January 1, 2025) (2020 Plan)*
+Added: Filed herewith
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.
25 unchanged sentences
001-34045) as filed with the SEC on March 1, 2023
−Removed: 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 the Company’s Form 10-K (File No.
−Removed: 001-34045) as filed with the SEC on February 19, 2021
−Removed: 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
+Added: Description Location
Form of Change in Control Agreement* Incorporated by reference to Exhibit 10.01 to the Company’s Form 10-Q (File No.
31 unchanged sentences
001-34045) as filed with the SEC on October 25, 2023
−Removed: Description Location
Registration Rights Agreement, dated January 3, 2024, by and between the Company and Emil Holding II S.a.r.l.
+Added: Incorporated by reference to Exhibit 10.55 to the Company’s Form 10-K (File No.001-34045) as filed with the SEC on February 22, 2024
+Added: Description Location
+Added: Enovis Corporation Insider Trading Policy
Filed herewith
8 unchanged sentences
Enovis Corporation Policy for Recovery of Erroneously Awarded Compensation, effective as of September 20, 2023
−Removed: Filed herewith
+Added: Incorporated by reference to Exhibit 97.1 to the Company’s Form 10-K (File No.
+Added: 001-34045) as filed with the SEC on February 22, 2024
101.INS Inline XBRL Instance Document Filed herewith
24 unchanged sentences
(Principal Accounting Officer)
−Removed: President and Director
CHRISTINE ORTIZ
29 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.