avns-20240628

Delaware

001-36440

46-4987888

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. Employer Identification No.)

5405 Windward Parkway

Suite 100 South

Alpharetta,

Georgia

30004

(Address of principal executive offices)

(Zip code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			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 exchange on which registered
Common Stock - $0.01 Par Value	AVNS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 28, 2024, the Board of Directors (the “Board”) of Avanos Medical, Inc. (the “Company”) appointed Indrani Franchini to the Board, effective July 1, 2024. The appointment of Ms. Franchini fills a vacancy on the Board. The Board also appointed Ms. Franchini to serve on the Company’s Audit Committee and Compliance Committee.

Ms. Franchini was not selected pursuant to any arrangement or understanding between her and any other persons. There are no transactions between Ms. Franchini and the Company that would be reportable under Item 404(a) of Regulation S-K.

Ms. Franchini will participate in the Company’s Outside Directors’ Compensation Plan, pursuant to which Ms. Franchini will receive: (i) an annual cash retainer of $70,000 for her service on the Board; (ii) annual cash compensation of $12,500 for her service on the Audit Committee; (iii) annual cash compensation of $7,500 for her service on the Compliance Committee; and (iv) an annual grant of restricted share units with a value of $190,000. In addition, the Company will reimburse Ms. Franchini for the expenses she incurs in attending Board and committee meetings. Ms. Franchini’s compensation for 2024 will be prorated based on the effective date of her appointment.

On July 1, 2024, the Company issued a press release announcing the appointment of Ms. Franchini to the Board. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

The following exhibits are filed with this Current Report on Form 8-K:


Exhibit No.						Description
99.1						Press Release issued by Avanos Medical, Inc. on July 1, 2024
104						Cover Page Interactive Data File (embedded within the inline XBRL document)

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.


						Investor Contact: Michael Greiner
						Avanos Medical, Inc.
						Investor.Relations@avanos.com

						Media Contact: Katrine Kubis
						Avanos Medical, Inc.
						CorporateCommunications@avanos.com

ALPHARETTA, Ga., July 1, 2024 / PRNewswire / -- Avanos Medical, Inc. (NYSE: AVNS) today announced that Indrani Franchini has been appointed as a new independent member of the Avanos board of directors.

“We are excited to welcome Indrani Franchini to the Avanos board," remarked Gary Blackford, Avanos board chair. "Her experience with a broad range of global companies will be invaluable to Avanos as we pursue our vision of getting patients back to the things that matter."

“Avanos is committed to addressing some of today’s most important healthcare needs and I am thrilled to join its board as a new independent director,” said Franchini.

Most recently, Franchini served as Executive Vice President and Chief Legal Officer at Alnylam Pharmaceuticals. From June 2017 to July 2021, she served as Executive Vice President and Chief Compliance Officer at Alexion Pharmaceuticals, Inc., where she led a comprehensive transformation of the company’s compliance program. Prior to that, Franchini held various roles in legal and compliance at Hess Corporation, a Fortune Global 500 leader in oil and gas exploration and production. She also spent nearly 10 years at Pfizer in various positions, including supporting the global pharmaceutical business. Upon graduating from law school, Franchini practiced law at Milbank LLP, where she spent six years working in the firm’s New York and Tokyo offices.

With this new appointment, the Avanos board now comprises six directors, five of whom are independent, including three women, two of whom are ethnically diverse.

Avanos Medical, Inc. (NYSE: AVNS) is a medical technology company focused on delivering clinically superior medical device solutions that will help patients get back to the things that matter. Headquartered in Alpharetta, Georgia, we are committed to addressing some of today’s most important healthcare needs, including providing a vital lifeline for nutrition to patients from hospital to home, and reducing the use of opioids while helping patients move from surgery to recovery. We develop, manufacture and market our recognized brands globally and hold leading market positions in multiple categories across our portfolio. For more information, visit Avanos.com and follow Avanos Medical on X (@AvanosMedical), LinkedIn and Facebook.

For further information: Investor Contact: Michael Greiner, Avanos Medical, Inc., Investor.Relations@Avanos.com; Media Contact: Katrine Kubis, Avanos Medical, Inc., CorporateCommunications@Avanos.com