Avanos Medical (AVNS) Proxy filing summary

Executive summary

• A special meeting is scheduled for July 22, 2026, 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 certainty of value, premium to market, and a thorough process involving multiple bidders and financial advisors.

• The merger is not subject to a financing condition; equity financing is fully committed, and regulatory approvals are in progress.

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.

• Appraisal rights are available for shareholders who do not vote in favor and follow specific procedures.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, engaged multiple financial advisors, and negotiated with several potential buyers.

• The board established a negotiation committee to handle final negotiations and selected the highest and most certain offer.

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