Avanos Medical Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$AVNS
Industrial Specialties
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (844 ) 428-2667
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2025, Avanos Medical, Inc. (the “Company”) and Michael C. Greiner entered into a Separation and Consulting Agreement (the “Separation and Consulting Agreement”). The Separation and Consulting Agreement reflects the terms and conditions relating to Mr. Greiner’s departure from the Company, as described in the Company’s Current Report on Form 8-K filed on April 18, 2025.
Under the Separation and Consulting Agreement, the Company will: (i) pay to Mr. Greiner cash severance in the amount of $2,100,000 pursuant to the Company’s Severance Pay Plan, as amended and restated; (ii) pay to Mr. Greiner his prorated bonus for 2025, which will be determined based on the Company’s actual performance against the relevant performance goals and paid in 2026 at the same time the Company pays annual bonuses to its senior executives; and (iii) pay 100% of Mr. Greiner’s monthly COBRA premiums for a period of six months. In addition, the 44,189 time-based restricted stock units (“TRSUs”) granted to Mr. Greiner on October 29, 2024 and the 10,000 TRSUs granted to Mr. Greiner on December 3, 2024 will vest immediately. Under the Separation and Consulting Agreement, the Company also engaged Mr. Greiner as an independent contractor through May 16, 2025 to render such professional consulting services as the Company may reasonably request. In consideration of Mr. Greiner’s performance of such consulting services, the Company will pay Mr. Greiner $50,000. In connection with the Separation and Consulting Agreement, on April 28, 2025 the Company and Mr. Greiner also executed a Full and Final Release of Claims and Covenant Not to Sue (the “Release”). The Release provides a full and final general release of claims against the Company for Mr. Greiner’s period of employment with the Company.
The above-described payments and benefits are conditioned upon: (i) Mr. Greiner’s non-revocation of the Release; (ii) Mr. Greiner’s execution and non-revocation of a supplemental release of claims against the Company for his consulting period; and (iii) Mr. Greiner’s continued compliance with the terms of his Confidentiality, Non-Solicitation and Assignment of Business Ideas Agreement with the Company.
The foregoing description of the Separation and Consulting Agreement and the Release does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.
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 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |||||||
* Management contracts, compensatory plans or arrangements
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AVANOS MEDICAL, INC. | ||||||||||||||
| Date: | April 30, 2025 | By: | /s/ Mojirade James | |||||||||||
| Mojirade James Senior Vice President and General Counsel | ||||||||||||||