Avanos Medical Reaches Agreement with Activist Investor, Nominates Two New Independent Directors

summarizeSummary

Avanos Medical has entered a cooperation agreement with activist investor Bradley L. Radoff, leading to the nomination of two new independent directors to its Board and a standstill agreement from Radoff.

check_boxKey Events

• Cooperation Agreement Signed

  Avanos Medical entered into a letter agreement with activist investor Bradley L. Radoff and The Radoff Family Foundation on February 25, 2026.

• Two New Independent Directors Nominated

  The Board will nominate James L. Cunniff (identified by Radoff) and William P. Burke for election as independent directors at the 2026 Annual Meeting, subject to background checks. Mr. Cunniff will also serve on at least one standing committee.

• Activist Withdraws Nomination and Agrees to Standstill

  Bradley L. Radoff has withdrawn his previous director nomination and agreed to customary standstill restrictions and voting commitments, limiting beneficial ownership to 5.0% for a defined 'Restricted Period'.

• Expense Reimbursement

  Avanos Medical will reimburse the Radoff Parties up to $150,000 for reasonable and documented out-of-pocket expenses incurred in connection with the nomination and agreement.

auto_awesomeAnalysis

This 8-K details a cooperation agreement between Avanos Medical and activist investor Bradley L. Radoff, resolving a potential proxy contest. The agreement leads to the nomination of two new independent directors, James L. Cunniff (proposed by Radoff) and William P. Burke, to the Board at the upcoming 2026 Annual Meeting. In exchange, the Radoff Parties have withdrawn their previous director nomination and agreed to customary standstill provisions and voting commitments, limiting their beneficial ownership to 5.0% for a restricted period. This resolution brings new expertise to the board and provides governance stability by avoiding a potentially disruptive shareholder dispute.