Item 2.02 Results of Operations and Financial Condition
The Company announced its results of operations for the three months ended March
31, 2020 in a press release dated May 6, 2020, that is attached and incorporated
herein by reference as Exhibit 99.1.
The information, including the exhibit attached hereto in Item 2.02 of this
Current Report is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section. The information in Item
2.02 of this Current Report shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933,
as amended, except as otherwise expressly stated in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The Company's Chairman of the Board ("Chairman"), Ron Dollens did not seek
re-election in 2020 and retired from the Board of Directors ("Board") effective
immediately following the Annual Meeting of Stockholders on April 30, 2020
("Annual Meeting"), in accordance with our Corporate Governance Policy
provisions on director retirement.
In connection with Mr. Dollens' retirement, the Company's Board elected Gary
Blackford as Chairman, effective immediately following the Annual Meeting. As
Chairman, Mr. Blackford shall receive additional cash compensation of $115,000,
paid in four quarterly installments at the beginning of each quarter, such
payments to be in lieu of additional payments he previously received as Chairman
of the Governance Committee of the Board.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On April 30, 2020, the stockholders approved amendments to the Company's
Certificate of Incorporation to declassify the Board ("Amendments"). The
effective date of the Amendments is May 5, 2020. A copy of the Company's Second
Amended and Restated Certificate of Incorporation, which includes the
Amendments, is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Effective May 5, 2020, the Board also amended and restated the Company's bylaws
to (i) reflect the declassification of the Board, (ii) provide that stockholders
may remove directors with or without cause following the 2023 annual meeting of
stockholders; and (iii) revise the supermajority voting standard required for
the removal of directors to instead reflect a majority voting standard. A copy
of the Company's Sixth Amended and Restated Bylaws, which includes the
amendments to declassify the Board, is filed as Exhibit 3.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on April 30, 2020. For more information on
the proposals presented at the meeting, see the 2020 Proxy Statement, the
relevant portions of which are incorporated herein by reference.
The stockholders elected each of the two nominees to the Board of Directors for
a three-year term by a majority of the votes cast:
                                                                   Broker
   Director            For           Against      Withhold        Non-Votes
Heidi Kunz         40,638,010            -        787,018        3,394,332
Joseph Woody       41,034,821            -        390,207        3,394,332

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm to audit the Company's 2020 financial statements: For

                      44,716,690
Against                      57,812
Abstain                      44,858
Broker Non-Votes                  -

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The stockholders approved the advisory resolution approving executive
compensation:
For                      40,194,925
Against                   1,111,381
Abstain                     118,722
Broker Non-Votes          3,394,332


The stockholders approved amendments to our certificate of incorporation:
For                      41,243,219
Against                     100,536
Abstain                      81,273
Broker Non-Votes          3,394,332


Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
    The following exhibits are filed with this Current Report on Form 8-K:
  Exhibit No.                                           Description
      3.1               Second Amended and Restated Certificate of Incorporation of the Company
      3.2               Sixth Amended and Restated Bylaws of the Company
     99.1               Press Release issued by Avanos Medical, Inc. on May 6, 2020
    101.SCH           XBRL Taxonomy Extension Schema Document
    101.CAL           XBRL Taxonomy Extension Calculation Linkbase Document
    101.DEF           XBRL Taxonomy Extension Definition Linkbase Document
    101.LAB           XBRL Taxonomy Extension Label Linkbase Document
    101.PRE           XBRL Taxonomy Extension Presentation Linkbase Document

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