CONMED (CNMD) Proxy filing summary

Executive summary

• Achieved $1.375 billion in 2025 revenue, up 5.2% as reported and 5.1% in constant currency, with strong growth in Orthopedics and General Surgery product lines.

• Strategic focus on minimally invasive surgery, smoke evacuation, and orthopedic soft tissue repair, with exit from gastroenterology product lines to support growth.

• Board suspended quarterly dividend and authorized a $150 million share repurchase program, increasing flexibility for capital allocation.

• Management succession included appointment of new CEO and ongoing CFO search, with interim financial leadership in place.

• Board refreshment continued with two new independent directors and a new independent Chair, emphasizing diverse skills and perspectives.

Voting matters and shareholder proposals

• Shareholders to vote on election of seven directors for one-year terms, advisory say-on-pay vote, and ratification of PricewaterhouseCoopers LLP as auditor for 2026.

• Board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

• No multi-class voting, majority voting standard for uncontested elections, and proxy access provisions in by-laws.

Board of directors and corporate governance

• Highly independent board with all committees composed solely of independent directors; independent Chair leads the board.

• Regular board and committee self-evaluations, director orientation, and ongoing education.

• Board tenure limit of 12 one-year terms, with active refreshment and succession planning.

• Committee chairs rotate every three to five years; recent changes align with governance principles.