Avanos Medical (AVNS) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where shareholders will receive $25.00 per share in cash, representing a significant premium over recent trading prices.

• The merger is with a subsidiary of A-AV Holdco I, Inc., affiliated with American Industrial Partners, and will result in the company becoming a wholly-owned subsidiary and delisting from the NYSE.

• The board unanimously recommends voting in favor of the merger, citing the all-cash premium, certainty of value, and a thorough market process as key reasons.

• The merger is expected to close in the second half of 2026, subject to shareholder approval and regulatory clearances.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: approval of the merger, a non-binding advisory vote on executive compensation related to the merger, and potential adjournment of the meeting to solicit more votes if needed.

• Approval of the merger requires a majority of outstanding shares; abstentions and non-votes count as votes against.

• Shareholders who do not vote in favor may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, engaged financial advisors, and negotiated with multiple potential buyers before selecting the final offer.

• The board established a negotiation committee to oversee the process and ensure fiduciary duties were met.

• After the merger, the board of the surviving corporation will consist of the directors of the merger subsidiary.