AVANOS MEDICAL, INC.

DEFM14A 1 tm2614353-2_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 ​ INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ​ Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 ​ AVANOS MEDICAL, INC. ​ (Name of Registrant as Specified In Its Charter) ​ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ☒ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. TABLE OF CONTENTS AVANOS MEDICAL, INC. 5405 Windward Parkway Suite 100 South Alpharetta, Georgia 30004 June 10, 2026 Dear Avanos Stockholder: It is our pleasure to invite you to attend a special meeting of stockholders (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of Avanos Medical, Inc., a Delaware corporation (“Avanos” or the “Company”), to be held on July 22, 2026, at 9:00 a.m., Eastern Time, at the offices of Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree Street, Atlanta, Georgia 30309. On April 13, 2026, the Company entered into an Agreement and Plan of Merger (as it has been or may be amended, supplemented, waived or otherwise modified in accordance with its terms, the “Merger Agreement”) with A-AV Holdco I, Inc., a Delaware corporation (“Parent”), and A-AV MergerSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), pursuant to which, among other things, Merger Subsidiary will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). Parent and Merger Subsidiary are affiliated with investment funds advised by American Industrial Partners, an operationally focused private equity firm with deep expertise in industrial and engineered products. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share (each, a “Share”) of the Company’s common stock, par value $0.01 per share (“Common Stock”) (other than (i) Shares held by the Company as treasury stock or owned by any subsidiary of the Company or by Parent or any subsidiary of Parent immediately prior to the Effective Time and (ii) Shares held by a holder who is entitled to demand and properly demands appraisal of such Shares in accordance with Section 262 of the Delaware General Corporation Law (the “DGCL”)), will be canceled and converted into the right to receive $25.00 in cash, without interest. At the Special Meeting, you will be asked to consider and vote on: • a proposal to approve and adopt the Merger Agreement and approve the consummation of the transactions contemplated thereby (the “Transactions”), including the Merger (the “Merger Proposal”); ​ • a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Avanos’ named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”); and ​ • a proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). ​ The Board of Directors of the Company (the “Board of Directors”), after considering the factors more fully described in the accompanying proxy statement, has unanimously: (i) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions, including the Merger; (iii) declared advisable the Merger Agreement and the Transactions, subject to the terms and conditions set forth in the Merger Agreement; (iv) exempted the Merger Agreement and the Transactions from any restrictions on business combinations under applicable laws (including Section 203 of the DGCL) and the requirements of Section 4 of Article IV of the Company’s Second Amended and Restated Certificate of Incorporation and any similar requirements of the Company’s Sixth Amended and Restated By-laws; (v) recommended that the Company’s stockholders approve and adopt the Merger Agreement and approve the Transactions; and (vi) directed that the Merger Agreement be submitted to the Company’s stockholders for their approval and adoption. Accordingly, the Board of Directors unanimously recommends that Avanos’ stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal. TABLE OF CONTENTS The accompanying proxy statement provides you with more specific information about the Special Meeting, the Merger Agreement and the Transactions, including the Merger. You should carefully read the entire accompanying proxy statement, the annexes to the accompanying proxy statement and the documents referred to or incorporated by reference therein, including the Merger Agreement. You may also obtain more information about the Company from the documents the Company files with the Securities and Exchange Commission (the “SEC”), including those incorporated by reference into the accompanying proxy statement. Your vote is very important. Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon. The failure of any stockholder to vote, as well as any abstention, will have the same effect as a vote against the Merger Proposal. Approval of the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the Shares that are present at the Special Meeting (in person or by proxy) and entitled to vote on the Advisory Compensation Proposal. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the Shares represented at the Special Meeting. Accordingly, a failure to sign and return a proxy card or vote by telephone or over the Internet will not have any effect on the Advisory Compensation Proposal or the Adjournment Proposal, except to the extent that it results in there being insufficient shares present in person or represented by proxy at the Special Meeting to establish a quorum. However, an abstention will have the same effect as a vote against each of the Advisory Compensation Proposal and the Adjournment Proposal. If you are a stockholder with shares of Common Stock registered in your name and you sign and return your proxy card, or if you vote by the Internet or by telephone, but you do not specify how you want to vote your Shares, the persons named as proxies on the proxy card will vote your Shares as follows: “ FOR ” the Merger Proposal, “ FOR ” the Advisory Compensation Proposal and “ FOR ” the Adjournment Proposal. Regardless of whether you plan to attend the Special Meeting, the Company urges you to vote your Shares as soon as possible. You may vote using the enclosed proxy card by completing, signing and dating it, and then returning it by mail in the enclosed postage-paid envelope. You may also vote your Shares online over the Internet or by telephone by following the instructions set forth on the accompanying proxy card. Additional information about voting your Shares is included in the accompanying proxy statement. If you are not a stockholder of record but i