Avanos Medical Announces Stockholder Approval of Merger

What Happened
Avanos Medical, Inc. (AVNS) filed an 8-K on July 22, 2026 reporting that its stockholders approved the Agreement and Plan of Merger dated April 13, 2026. Under the Merger Agreement, A-AV MergerSub, Inc. will merge with and into Avanos, with Avanos surviving as a wholly owned subsidiary of Parent (A-AV Holdco I, Inc.). The approval vote took place at a special meeting of stockholders held July 22, 2026.

Key Details

• Record date: June 18, 2026; outstanding common shares: 46,847,816.
• Quorum: 35,207,549 shares present or represented (≈75.15% of outstanding).
• Merger approval (Proposal No. 1): For 35,119,793; Against 32,508; Abstain 55,248.
• Advisory approval of merger-related executive compensation (Proposal No. 2): For 30,620,395; Against 4,220,505; Abstain 366,649.
• Proposal to adjourn (Proposal No. 3) was not needed because Proposal No. 1 received sufficient votes.
• Company issued a press release about the vote (Exhibit 99.1 attached to the 8-K).

Why It Matters
Shareholder approval is a key corporate step allowing the merger to proceed toward closing subject to the Merger Agreement’s remaining conditions. The non-binding advisory vote approving merger-related executive compensation indicates stockholder support for the transaction’s leadership arrangements, though it does not itself change pay. Investors should watch for subsequent filings and announcements about the transaction’s closing, timing, and any required regulatory approvals.