AVANOS MEDICAL, INC. 8-K

What Happened

• On February 25, 2026 Avanos Medical, Inc. announced it entered a letter agreement with Bradley L. Radoff and The Radoff Family Foundation. Under the agreement the company’s Board agreed to nominate James L. Cunniff to stand for election at the 2026 annual meeting (subject to a customary background check) and to nominate an additional director identified by the Board who meets NYSE independence standards. The Board also agreed to appoint Mr. Cunniff to at least one standing committee after the 2026 Annual Meeting. As part of the deal, Mr. Radoff withdrew his prior director nomination.

Key Details

• Agreement date: February 25, 2026; press release issued February 26, 2026 announcing the nominations (Cunniff and the company announced William P. Burke as the second independent director).
• Radoff Parties agreed to customary standstill restrictions and voting commitments effective Feb 25, 2026 until the earlier of (i) 30 days prior to the deadline for submitting director nominations/business proposals for the 2027 annual meeting or (ii) 120 days prior to the first anniversary of the 2026 Annual Meeting (with company required to give sufficient advance notice if the 2027 meeting timing changes).
• Board to appoint Cunniff to at least one standing committee following the 2026 Annual Meeting; Cunniff’s nomination is subject only to a customary background check.
• Company and certain officers/directors may be participants in any proxy solicitation and intend to file a proxy statement with the SEC in connection with the 2026 Annual Meeting.

Why It Matters

• The agreement changes expected board composition by adding two nominees (including one identified as independent), which can affect corporate governance and oversight. The standstill and voting commitments reduce the likelihood of an immediate proxy contest or activist campaign by the Radoff Parties for the defined period. Investors should watch for the company’s forthcoming proxy statement for full details, votes required, and any related disclosures before the 2026 Annual Meeting.