CNMD DEF 14A Report ended Dec. 31, 2019

---

(1)	To elect ten directors to serve on the Company’s Board of Directors;

(2)	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 ;

(3)	To hold an advisory vote on named executive officer compensation;

(4)	To approve the reincorporation of the Company from New York to Delaware (the “Reincorporation”), including adoption of the Agreement and Plan of Merger required to effect the Reincorporation and approval of the Company’s proposed Delaware Certificate of Incorporation and Delaware By-laws;

(5)	To approve procedural matters with respect to shareholder action by written consent to be included in the Delaware Certificate of Incorporation in connection with the Reincorporation;

(6)	To approve an exculpation provision eliminating director liability for monetary damages to be included in the Delaware Certificate of Incorporation in connection with the Reincorporation;

(7)	To approve the Amended and Restated 2020 Non-Employee Director Equity Compensation Plan;

(8)	To approve amendments to the Company’s Employee Stock Purchase Plan; and

(9)	To transact such other business as may properly be brought before the meeting or any adjournment or postponement thereof.

---

---

---

---

•

For Proposal (1) (Election of Directors), under New York law the director nominees who receive the greatest number of votes at the meeting will be elected to the Board of Directors of the Company (subject to the Company’s majority voting principles described below on page 4 under the heading (Proposal One: Election of Directors). Votes against, and votes withheld in respect of, a candidate have no legal effect, except in the case of votes withheld to the extent they revoke earlier dated proxy cards.

•	Proposal (2) (Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm) requires the affirmative vote of the holders of a majority of the votes cast at the meeting in order to be approved by the shareholders.

•	Proposal (3) (Advisory Vote on Named Executive Officer Compensation) seeks the favorable vote of a majority of the votes cast at the meeting required for approval, on an advisory basis.

•	Proposal (4) (Reincorporation) requires the affirmative vote of the holders of at least two-thirds of the Company’s outstanding shares entitled to vote on the proposal in order to be approved by the shareholders.

•	Proposal (5) (Written Consent Procedural Provision) requires the affirmative vote of the holders of a majority of the Company’s outstanding shares entitled to vote on the provision in order to be approved by the shareholders.

•	Proposal (6) (Director Exculpation Provision) requires the affirmative vote of the holders of a majority of the Company’s outstanding shares entitled to vote on the provision in order to be approved by the shareholders.

•	Proposal (7) (amendment to Non-Employee Director Plan) requires the affirmative vote of the holders of a majority of the votes cast at the meeting in order to be approved by the shareholders; and

•	Proposal (8) (amendment to Employee Stock Purchase Plan) requires the affirmative vote of the holders of a majority of the votes cast at the meeting in order to be approved by the shareholders.

---

---

---

---

---

•

Prominence, Predictability and Flexibility of Delaware Law : For many years, Delaware has followed a policy of encouraging incorporation in that state and, in furtherance of that policy, has been a leader in adopting, construing and implementing comprehensive, modern and flexible corporate laws which are revised regularly to meet the changing legal and business needs of corporations organized in Delaware. To take advantage of Delaware’s flexible and responsive corporate laws, many corporations initially choose Delaware for their domicile or subsequently reincorporate there in a manner similar to that proposed by the Company. The Reincorporation will enable the Company and our shareholders to take advantage of the following benefits of incorporation in Delaware:

---

◦	the Delaware General Assembly, which each year considers and adopts statutory amendments that are designed to meet changing business needs;

◦	the General Corporation Law of the State of Delaware (the “DGCL”), which is generally acknowledged to be the most advanced and flexible corporate statute in the country;

◦	a well-established body of case law construing the DGCL, which has been developed over the last century, will provide a greater measure of predictability than exists in any other jurisdiction;

◦	the Delaware Court of Chancery, which brings to its handling of complex corporate issues a level of experience, a speed of decision, and a degree of sophistication and understanding unmatched by any other court in the country, as well as the highly regarded Delaware Supreme Court;

◦	the responsiveness and efficiency of the Division of Corporations of the Secretary of State of Delaware;

◦	the certainty afforded by the well-established principles of corporate governance under Delaware law, which will, among other benefits, assist the Company in continuing to attract and retain outstanding directors and officers; and

◦	the ability to secure insurance for a broader range of risks (including punitive damages awards) under Delaware law than is permitted by New York law.

•

Increased Certainty of Law Concerning Exculpation Enhances Opportunity for Directors and Officers to Make Strategic, Value-Enhancing Decisions : The vast majority of public companies are incorporated in Delaware, whose corporate law is more familiar to directors and officers, and offers greater certainty and stability from the perspective of those who serve as corporate officers and directors. Additionally, although both New York and Delaware law permit a corporation to include a provision in the charter to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, the Company’s New York Charter does not include this provision and the parameters of director and officer liability are more extensively addressed in Delaware court decisions and are therefore better defined and understood than under New York law.  The Board of Directors believes that the Reincorporation will enhance our ability to allow directors and officers to continue to make independent, value-enhancing decisions in good faith on behalf of the Company. We are in a competitive industry and compete to secure transactions and to take advantage of strategic opportunities. We believe our ability to make good decisions quickly is a competitive advantage. This is important given that the growing frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to and defend against such claims, regardless of the merit or the lack thereof, can be substantial. As a result, we believe that the better understood and comparatively stable corporate environment afforded by Delaware law will enable us to compete more effectively by creating more certainty around our decision-making, and that as more fully described in Proposal 6, the Reincorporation will help ensure that concerns about exposure to personal liability will not adversely affect the ability to make the difficult, potentially value-maximizing business decisions that are necessary in today’s highly competitive business environment.

•

Shareholder Friendly Governance Changes : If the Reincorporation is effected, shareholders will continue to elect all directors on an annual basis under a plurality voting standard (subject to a resignation policy for directors that do not receive a majority of votes cast in uncontested elections, as further described under Proposal 1). Additionally, in connection with the Reincorporation the Company plans to make the following changes to the corporate governance provisions in the Company’s current charter and by-laws in order to promote shareholder participation and enhance corporate democracy (all of which are discussed in more detail below):

◦

Elimination of Supermajority Voting Requirements for Certain Transactions . The Board believes that majority shareholder approval for corporate transactions is consistent with the principles of corporate democracy. Under New York law and the Company’s New York Charter, two-thirds supermajority approval is required for mergers not involving interested shareholders or subsidiaries of the company. A two-thirds supermajority approval requirement allows a minority of the Company’s shareholders to block approval of transactions that may otherwise have the support of a majority of the Company’s shareholders. In contrast, under Delaware law and the Delaware Charter, only majority shareholder approval will be required for such mergers.

◦

Creation of Shareholder Special Meeting Rights : The Board believes that shareholders benefit from being able to call meetings of shareholders between annual meetings to consider matters that require prompt attention, subject to appropriate procedures to prevent abuse and a waste of corporate resources by a small minority of shareholders. While the Company’s New York By-laws do not permit shareholders to call special meetings, the Delaware By-laws will.

---

◦

Action by Written Consent : The Board believes that shareholder participation and corporate democracy are enhanced if shareholders, subject to reasonable safeguards, have the right to take action without a meeting by written consent. The New York By-laws require unanimous written consent, which, as a practical matter, makes acting by written consent extremely difficult. As a result of the Reincorporation, the threshold for shareholder action by written consent will be lowered to the minimum number of votes necessary to take the action (generally, a majority). Additionally, as further described in Proposal 5, this right to act by written consent will be subject to reasonable requirements to protect against abuse and the disenfranchisement of minority shareholders by ensuring, among other things, that all shareholders are given the opportunity to consider any proposed action, express their views and vote on the proposed action.

◦	Adoption of Proxy Access : Proxy access allows shareholders who meet certain requirements to nominate directors on the company’s proxy card, which makes it easier and more cost effective for a shareholder to nominate a director to the board. The Company’s New York By-Laws do not contain a proxy access provision, however, the Delaware By-Laws will.

•	the Company will merge with and into Newco (the “Merger”) and Newco will be the surviving entity and the Company will cease to exist as a separate entity;

•	the shareholders of the Company will become the shareholders of Newco;

•	the outstanding shares of the Company’s Common Stock will automatically convert on a one-to-one basis into shares of the common stock of Newco (“Newco Common Stock”);

•	each outstanding option to purchase shares of the Company’s Common Stock will be converted into an option to acquire an equal number of shares of Newco Common Stock, with no change in the exercise price or other terms or provisions of the option;

•	each other equity award relating to the Company’s Common Stock will be deemed to be an equity award for the same number of shares of Newco Common Stock, with no change in the terms or provisions of the equity award;

•	Newco will possess all of the assets, liabilities, rights, privileges and powers of the Company and Newco;

•	Newco will be governed by the applicable laws of Delaware and by the Delaware Charter and Delaware By-laws;

•	the officers and directors of the Company will become the officers and directors of Newco; and

•	Newco will operate under the name CONMED Corporation and the Newco Common Stock will be listed on the New York Stock Exchange with the ticker symbol of CNMD.

---

---

•	the DGCL, the proposed Delaware Charter and the proposed Delaware By-laws (collectively, such rights, the “Delaware Rights”); and

•	the New York Business Corporation Law (the “NYBCL”), the New York Charter and the New York By-laws (collectively, such rights, the “New York Rights”), copies of which have been filed with the Securities and Exchange Commission.

---

---

---

---

---

---

---

•

To reduce the risk that a small group of short-term, special interest or self-interested shareholders initiate actions that are not in the best interests of the Company or its shareholders and reduce unnecessary financial and administrative burdens on the Company as a result of a consent solicitation that has received limited support, the proposed provision requires holders of at least 25% of the Company’s outstanding common stock (provided that such shares are determined to be Net Long Shares (as defined in the Delaware By-Laws) that have been held continuously for at least one year prior to the request) to request that the Board set a record date to determine the shareholders entitled to act by written consent. The Board believes that this 25% threshold strikes the right balance between enhancing the ability of our shareholders to initiate shareholder action and discouraging certain shareholders from engaging in consent solicitations that are only relevant or meaningful to very narrow constituencies.

•

To protect against minority shareholder disenfranchisement, written consents will have to be solicited from all shareholders, giving each shareholder the right to consider and act on the proposed action. This safeguard will eliminate the possibility that a small group of shareholders can take an action that could have significant implications for the Company and all shareholders without a public and transparent discussion of the merits of any proposed action and without notice to, or input from, all of our shareholders.

•

To ensure a prompt and orderly process for shareholder action and establish a reasonable deadline for the Board to properly evaluate and respond to a shareholder request for setting a record date, the proposed provision requires that the Board act, with respect to a valid request, to set a record date by the later of (i) 20 days after delivery of a valid request to set a record date; and (ii) 10 days after delivery by the shareholder(s) of any information requested by the Company to determine the validity of the request for a record date or to determine whether the requested action may be effected by written consent. In addition, the record date for determining the shareholders entitled to act by written consent cannot be more than 10 days after the date on which the Board takes action to set a record date. Should the Board fail to set a record date by the required date, the record date will be deemed to be the date on which the first signed consent is delivered to the Company.

---

•	To ensure transparency in the written consent process, any shareholder(s) seeking to act by written consent will be required to provide the same information as would be required with respect to a proposal to nominate a director or to be acted upon at a shareholders’ meeting.

•

To ensure that shareholders have sufficient time to consider the merits of any matter proposed to be acted upon by written consent, any statements in opposition to the proposed action by the other shareholders and the Board’s presentation of its views regarding such matter, the proposed amendments prohibit dating and delivering consents until 60 days after the delivery of a valid request to set a record date.

•	To avoid an unduly protracted campaign that will disrupt the Company and as required under Delaware law, in order for an action to be effective, consents signed by a sufficient number of shareholders must be delivered to the Company no later than 60 days after the first date on which a consent is delivered to the Company.

•

To ensure that written consent is in compliance with applicable laws and is not duplicative, the written consent process would not be available for a limited number of matters, specifically: (i) those matters that are not a proper subject for shareholder action under applicable law, or if the request involves a violation of the federal proxy rules or other applicable law, (ii) if the request to set a record date is received by the Company during the period commencing 90 days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, (iii) if an identical or substantially similar item (other than the election or removal of directors) was presented at a meeting of shareholders held not more than 12 months before the request for a record date is received by the Company, (iv) if an identical or substantially similar item consisting of the election or removal of directors was presented at a meeting of shareholders held not more than 90 days before the request for a record date was received by the Company, or (v) if an identical or substantially similar item is included in the Company’s notice of meeting for a meeting that has been called but not yet held or that is called to be held within 90 days after the request for a record date is received by the Company.

---

---

---

---

---

•

Changes to Purchase Discount : The Employee plan allows eligible employees to purchase Common Stock at ninety percent (90%) of its fair market value, which was previously ninety-five percent (95%) under the 2002 Plan, as amended. The Employee plan also now provides the Employee Plan Committee (as defined below) discretion to set, prior to the commencement of a future offering period, an alternative discount rate in the range between eighty-five percent (85%) and one hundred percent (100%);

•

Clarifying Eligibility Requirements and International Offerings : The Employee Plan clarifies certain eligibility requirements under the 2002 Plan in accordance with Section 423 of the Code, so as to permit CONMED’s international employees, who account for approximately 46% of the corporate-wide revenues, to participate in the employee stock purchase plan, to the extent permitted by local laws, and to allow CONMED to make separate offerings under the Employee Plan that do not qualify under Section 423 of the Code, thus enhancing CONMED’s ability to recruit and retain employees internationally; and

•	Other Changes : In connection with the Reincorporation (as described in the Proposal 4 section of this proxy statement), the governing law for the Employee Plan has been changed from New York to Delaware.

---

---

---

---

---

---

---

---

---

---

---

---

•	Setting the agenda for meetings of the Board of Directors, in consultation with the chairs of the various Board Committees and management;

•	Providing leadership for the Board of Directors during the meetings by presiding over the meetings, and for communications among directors between meetings;

•	Establishing the schedule for Board and Committee meetings in light of the quarterly reporting obligations, investor conferences and meetings, and conflicting scheduling demands;

•	Presiding over the meetings of the independent directors in executive session;

•	Presiding over the Annual Shareholder Meeting;

•	Being available, as needed, to meet with shareholders;

•	Establishing the priorities for Board of Directors;

•	Working with the Nominating and Corporate Governance Committee and the General Counsel in connection with the annual self-assessment of the Board of Directors; and

•	Serving as the liaison between the Chief Executive Officer and the independent directors.

---

•	aggregate all significant risks that may have a material impact on the Company;

•	assess industry-wide risks as experienced by competitors and others in the same industry as well as emerging risks, including, for example, cyber-security and data privacy;

•	identify a plan to mitigate, reduce or manage each identified risk, to the extent possible;

•	review each identified risk quarterly, with more frequent monitoring of significant risks; and

•	provide the Board with reports on the overall enterprise risk management process, including a dashboard showing the likelihood and potential of each risk identified, as well as an identification of the trends for each risk, with management providing more in depth reviews of key risks identified by management, or as requested by the Board of Directors.

---

---

---

---

---

---

---

I.	Executive Summary

II.	Business Strategy Link to Compensation

•	The Company’s International revenues have increased through the introduction of the new orthopedic products, through the Advanced Surgical acquisitions, and, in some cases, through channel changes in certain geographies.

•	The Company’s Advanced Surgical revenues have increased through organic sales growth, but has also had the benefit of acquisitions: SurgiQuest in 2016 and Buffalo Filter in 2019.

•	The Company’s Orthopedic revenues have increased primarily through organic sales increases from new product introductions.

•	As revenues grow, CONMED has been able to leverage its structure to increase earnings.

•	The Company’s net sales increased 11.1% in 2019. Acquisitions contributed approximately 580 basis points of growth.

•	The Company’s Adjusted Operating Margin increased to 13.4% in 2019. A reconciliation of GAAP to Adjusted EPS is shown on page 52.

---

•	The Company’s Adjusted Earnings Per Share ("EPS") increased to $2.64 in 2019. A reconciliation of GAAP to Adjusted EPS is shown on page 52.

---

---

III.	Objectives and Philosophy

•	Attract, retain and motivate top talent.

•	Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of shareholder value, as well as facilitate executive retention.

•	Align the executives’ interests with those of shareholders through long-term incentives linked to specific performance of objective goals.

IV.	Compensation Decision-Making Process

---

V.	Competitive Market Analysis

•	Market Capitalization – 1/3 to 3x the Company’s current market capitalization, now ranging from $900 million to $8.2 billion;

•	Revenue – 1/3 to 3x the Company’s trailing twelve-month revenue, now ranging from $320 million to $2.9 billion;

•	Headcount – 1/3 - 3x the Company’s current headcount, now ranging from 1,150 to 10,500.

---

VI.	Elements of Executive Compensation

---

(1)	Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his salary is paid in British pounds. These components were converted to U.S. dollars using exchange rates of £0.761 and £0.785 to U.S. $1.00 at December 31, 2019 and December 31, 2018 , respectively.

---

•	Mr. Garner’s goals included the development and implementation of strategic and operational initiatives;

•	Mr. Beyer’s goals included specific targets relative to the International business;

•	Mr. Folkert’s goals included specific targets relative to the U.S. Orthopedics business;

•	Mr. Peters’ goals included specific targets relative to the U.S. Advanced Surgical business.

---

•	Net Sales (FX Adjusted) of $955.9 million , which is 126% of target.

•	Adjusted EPS of $2.64 , or 125% of target.

(1)	Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his bonus compensation is paid in British pounds. These components were converted to U.S. dollars using an exchange rate of £0.761 to U.S. $1.00, which was the spot rate as of December 31, 2019 (the last business day of the year).

---

VII.	Share Ownership: Prohibition on Hedging and Pledging

---

VIII.	Additional Compensation Policies and Practices

---

---

---

---

---

(1)

Salary reflects actual salary earned. Salary levels are adjusted annually, typically in March. Accordingly, any salary levels listed in the CD&A may not match amounts actually paid during the course of the year. In addition, the Company paid employees on a weekly basis (in arrears) until 2017 transitioning to a semi-monthly (current) payroll cycle in January 2017. As a result of the change in the payroll cycle, employees, including our NEOs, were paid for the last week of December 2016 and also received a semi-monthly salary in January 2017, resulting in 53 weeks of base salary pay in 2017.

(2)	Bonus reflects the 2019 one-time discretionary payments as further described in CD&A under the heading "Discretionary Bonuses".

(3)	Amounts in this column reflect the grant date fair value of RSUs in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The assumptions made in the valuation of these awards are set forth in Note 9, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2019 Annual Report on Form 10-K (available at http://www.conmed.com).

(4)	Amounts in this column reflect the grant date fair value of stock options in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The assumptions made in the valuation of these awards are set forth in Note 9, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2019 Annual Report on Form 10-K.

(5)	Non-Equity Incentive Plan Compensation represents earnings under the Company’s Executive Bonus Plan and is calculated as a percentage of each NEO’s Salary (as defined in the CD&A). See “Executive Bonus Plan Performance Goals for 2019 ” on page 50 in the CD&A for an additional discussion of 2019 annual incentive payments under the Company’s Executive Bonus Plan.

---

(6)	All 2019 Other Compensation consists of the following:

(a)	Amounts represent 2019 Company contributions to employee 401(k) plan accounts on the same terms offered to all other employees.

(b)	Amounts represent 2019 Company contributions to the Benefits Restoration Plan (“BRP”).

(c)

For Mr. Beyer, other payments include retirement plan payments of $113,873 for participation in a program designed to compensate him in a similar fashion as the BRP in accordance with practices in the UK, and payments of $15,765 in respect of his car allowance. For Mr. Folkert, such payments include $9,204 in costs associated with attending a sales force award trip in 2019. For Mr. Peters, such payments include relocation expenses of $154,871 in connection with his relocation to Denver, Colorado and $7,424 in costs associated with attending a sales force award trip in 2019. All other compensation does not include the costs for health insurance, long-term disability insurance, life insurance and other benefits generally available to other employees on the same terms as those offered to the officers listed above.

(7)

Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, all of his cash compensation is paid in British pounds. This was converted to U.S. dollars using the spot exchange rates as of December 31, 2019 , December 31, 2018 and December 29, 2017 , respectively, (the last business day of the year) of £0.761 , £0.785 and £0.738 to U.S. $1.00. If we had converted Mr. Beyer’s 2019 total compensation at the December 31, 2018 spot exchange rate, his total compensation would have been $2,058,605 .

---

(1)

Non-Equity Incentive Compensation represents earnings under the Company’s Executive Bonus Plan. The threshold, target and maximum compensation for all NEOs is a percentage of Salary (as defined in the CD&A) at December 31, 2019 . The compensation is based on financial factors as well as individual goals as further described in the Executive Bonus Plan section of the CD&A. During 2019 , Mr. Hartman, Mr. Garner, Mr. Beyer, Mr. Folkert and Mr. Peters earned non-equity incentive compensation equal to 125% , 87% , 79% , 54% and 65% , respectively, of their base salaries.

(2)	RSU awards granted as of March 1, 2019 vest annually over a period of four years. The amounts shown in column (j) represent the total stock options awarded to the NEOs. Stock option awards granted as of March 1, 2019 for all NEOs vest annually over a period of five years.

(3)	Amounts in this column reflect the grant date fair value of RSUs and stock options in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The assumptions made in the valuation of these awards are set forth in Note 9, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2019 Annual Report on Form 10-K.

(4)	During 2019 , all NEOs earned RSUs and/or stock options as reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table.

(5)	Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his non-equity incentive plan compensation is paid in British pounds. This was converted to U.S. dollars using the spot exchange rate as of December 31, 2019 (the last business day of the year) of £0.761 to U.S. $1.00.

---

(1)	Mr. Hartman was granted 100,000 PSUs on February 24, 2015. As of December 31, 2019, as disclosed in the CD&A, 104,000 shares were earned but not vested as vesting did not occur until certification by the Compensation Committee which took place on January 31, 2020.

(2)	Stock options for all NEOs vest annually over a period of five years beginning on the date of grant.

---

(3)	RSUs for all NEOs vest annually over a period of four years beginning on the date of grant.

(4)	All outstanding option awards are SARs or stock options.

(5)	Value shown for unvested RSUs and PSUs is based on the December 31, 2019 (the last trading day of the year) closing stock price on the NASDAQ of $111.83 .

---

(1)	Amount relates to option exercises during 2019 .

(2)	Calculated by multiplying the number of shares purchased by the difference between the exercise price of the option and the market price of the Common Stock on the date of exercise.

(3)	Amount relates to the RSUs that vested during 2019 .

(4)	Calculated by multiplying the number of shares vested by the market price of the Common Stock on the date of vesting.

---

(1)	Executive contributions related to the Benefit Restoration Plan were included in earnings in 2019 .

(2)	Registrant contributions related to the Benefit Restoration Plan were included in earnings in 2019 .

---

(1)

For each NEO, amount represents the sum of the executive’s base salary and the two-year average of the non-equity incentive plan compensation and discretionary bonus earned as of December 31, 2019 multiplied by the applicable severance multiple as defined in the Executive Severance Plan payable as a lump sum. The severance multiple is defined as two (2.0) for Mr. Hartman, one and one-half (1.5) for Mr. Garner and one (1.0) for each other NEO.

(2)	Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his compensation is paid in British pounds. This was converted to U.S. dollars using the spot exchange rate as of December 31, 2019 (the last business day of the year) of £0.761 to U.S. $1.00.

---

(1)	Amount represents the sum of the executive’s base salary and the three-year average of the non-equity incentive plan compensation and discretionary bonus earned as of December 31, 2019 multiplied by the applicable severance multiple. The severance multiple is defined as three (3.0) for Mr. Hartman, two and one-half (2.5) for Mr. Garner and two (2.0) for each other NEO.

(2)

As described above in the CD&A under “Annual Equity Compensation” and "Mr. Hartman's Compensation Arrangements", unvested equity awards held by each NEO are subject to accelerated vesting upon a qualifying termination in connection with a change in control. The intrinsic value of unvested equity awards is calculated by taking the product of (a) $111.83 , which was the closing market price of our common stock as of December 31, 2019 , (the last business day of the year) less the exercise price of any stock option or SAR, and (b) the number of stock awards subject to acceleration. See “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End” for information on the awards and the unvested portion of such awards.

(3)

The Intrinsic Value of Unvested Stock Awards disclosed for Mr. Hartman assumes 104,000 shares vested at a value of $11,630,320 as the Company’s total shareholder return was 22.61% relative to the S&P 1500 Healthcare Equipment Select Index or 6.07% above the threshold level required for Mr. Hartman to earn an award of the PSUs as of December 31, 2019 as further described in CD&A under “Mr. Hartman’s Compensation Arrangements.”

(4)	Mr. Beyer is located in the U.K., and, while the amounts shown in this table are expressed in U.S. dollars, his salary continuation or severance is paid in British pounds. This was converted to U.S. dollars using the spot exchange rate as of December 31, 2019 (the last business day of the year) of £0.761 to U.S. $1.00.

(5)	No NEOs would receive any other accelerated or enhanced deferred compensation payments or benefits upon a change in control other than as described in this table. As described in the CD&A under “Retirement Benefits – Benefits Restoration Plan”, upon a change in control, the unvested portion of each NEO’s account will automatically become vested.

---

---

(1)

Cash fees paid to directors may not match the amounts listed in the Director Cash Fee Compensation Plan above due to changes in the committee assignments during the course of 2019 , and due to when individual directors commenced or terminated service as a director. The fees earned or paid in cash with respect to Mr. Lande include amounts paid directly to Scopia Capital Management LP (“Scopia”) pursuant to the arrangement as further described below.

(2)

Amounts in these columns reflect the grant date fair value of RSUs and stock options in accordance with Compensation – Stock Compensation Topic 718 of FASB ASC. The assumptions made in the valuation of these awards are set forth in Note 9, (“Shareholders’ Equity”), to the Consolidated Financial Statements in Item 15 to the Company’s 2019 Annual Report on Form 10-K (available at http://www.conmed.com ).

(3)	Dirk Kuyper resigned from the Board effective August 1, 2019.

---

---

---

---

(1)	As of April 3, 2020 the Company’s directors and executive officers as a group (21 persons) are the beneficial owners of 307,122 shares of Common Stock (excluding RSUs, Stock Options and SARs), which is approximately 1.08% of the Common Stock outstanding.

(2)	An Amendment to Schedule 13G filed with the SEC by BlackRock, Inc. on February 7, 2020 indicates beneficial ownership of 4,348,855 shares of Common Stock by virtue of having sole voting power over 4,300,229 shares of Common Stock and sole power to dispose of 4,348,855 shares of Common Stock in its role as investment advisor for certain funds.

(3)

An Amendment to Schedule 13G filed with the SEC by The Vanguard Group, Inc. on February 10, 2020 indicates beneficial ownership of 3,000,096 shares of Common Stock by virtue of having sole voting power over 57,479 shares of Common Stock, shared voting power over 4,361 shares of Common Stock, sole power to dispose of 2,941,724 shares of Common Stock and shared power to dispose of 58,372 shares of Common Stock.

(4)	An Amendment to Schedule 13G filed with the SEC by Capital Research Global Investors on February 13, 2020 indicates beneficial ownership of 2,156,651 shares of Common Stock by virtue of having sole power to vote over 2,156,651 shares and sole power to dispose of 2,156,651 shares.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(a)	approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by Delaware law to be submitted to stockholders for approval; or

(b)	adopting, amending or repealing these by-laws.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(1)	any Employee who has not completed at least ninety (90) days of continuous full-time employment with the Company or a Designated Company prior to an Offering Date;

(2)	any Employee who customarily is employed for not more than five (5) months in a calendar year; or

(3)	any Employee who would own (immediately after the grant of an option under the Plan and applying the rules of Section 424(d) of the Code in determining stock ownership) shares, and/or hold outstanding options to purchase shares, possessing five percent (5%) or more of the total combined voting power or value of all classes of shares of the Company;

---

(1)	the date the Participant ceases to be an Eligible Employee, for any reason;

(2)	the first day of the Offering Period beginning after the date on which the Participant ceases payroll deductions under the Plan; or

(3)	the date of a withdrawal from the Plan by the Participant as provided in Section 8 hereof.

---

---

---

---

---

---

---

---