Avanos Medical (AVNS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 21, 2026, at the company’s headquarters, with shareholders of record as of February 20, 2026, eligible to vote on key proposals.

• The company focuses on specialty nutrition systems and pain management, emphasizing non-opioid therapies and global market leadership in its segments.

• 2025 financial highlights include $701.2M in net sales, $86.8M adjusted EBITDA, $0.94 adjusted diluted EPS, and $89.8M cash on hand at year-end.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors for one-year terms, ratify Deloitte & Touche LLP as auditors, approve executive compensation on an advisory basis, and amend the 2021 Long Term Incentive Plan to include outside directors.

• The board recommends voting FOR all proposals.

• The amendment to the 2021 Plan will not increase the share reserve or cause dilution.

Board of directors and corporate governance

• The board will expand to eight members, including two new nominees, with a diverse mix of backgrounds, skills, and experience.

• All non-employee directors are independent, and the board maintains separate Chairman and CEO roles.

• Committees include Audit, Compensation, Compliance, and Governance, each with independent members and clear charters.

• The board emphasizes diversity, inclusion, and proactive succession planning.