Current Report Filing (8-k)

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): May 24, 2022

CONMED CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-39218

16-0977505

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS. Employer

Identification No.)

11311 Concept Blvd

Largo, Florida 33773

(Address of principal executive offices, including zip code)

(727) 392-6464

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $0.01 par value

CNMD

NYSE

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 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May 25, 2022. Holders of CONMED common stock were entitled to elect nine directors. On all matters which came before the Annual Meeting, holders of CONMED common stock were entitled to one vote for each share held. Proxies for 28,477,654 shares representing 96.5% of the 29,523,529 total outstanding shares of CONMED common stock entitled to vote were received in connection with the Annual Meeting.

The following table sets forth the names of the nine persons elected at the Annual Meeting to serve as directors until the first annual meeting of shareholders following the end of the Company’s fiscal year ending December 31, 2022 and the number of votes cast for, against or withheld with respect to each person.

Election of Directors


Director	Votes Received		Votes Withheld		Broker Non-Votes
David Bronson		27,182,209.35		527,618.26		767,827.00

Brian Concannon		27,065,313.35		644,514.26		767,827.00

LaVerne Council		27,091,492.56		618,335.05		767,827.00

Charles Farkas		27,153,805.35		556,022.26		767,827.00

Martha Goldberg Aronson		27,226,766.56		483,061.05		767,827.00

Curt R. Hartman		26,707,241.35		1,002,586.26		767,827.00

Jerome J. Lande		27,155,225.30		554,602.31		767,827.00

Barbara Schwarzentraub		27,223,272.56		486,555.05		767,827.00

John L. Workman		27,211,319.35		498,508.26		767,827.00

Management Proposals


	For		Against		Abstain		Broker Non-Votes
Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022		26,470,532.35		1,996,101.26		11,021.00		0.00

Approve advisory vote on Named Executive Officer compensation		18,952,832.36		8,743,191.33		13,803.93		767,827.00

Item 8.01

Other Events.

On May 24, 2022, CONMED Corporation announced it will be paying a quarterly cash dividend of $0.20 per share on July 5, 2022 to all shareholders of record as of June 15, 2022.

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 thereunto duly authorized.