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AVANOS MEDICAL, INC. Proxy Solicitation & Information Statement 2018

Mar 9, 2018

32765_rns_2018-03-09_66b9e8fd-7542-4da0-ab49-136d00e2d6ec.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 p59032_notice.htm NOTICE & ACCESS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ 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))
þ Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12

Halyard Health, 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):

| þ | No
fee required. | |
| --- | --- | --- |
| ¨ | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | (1) | Title
of each class of securities to which transaction applies: |
| | (2) | Aggregate
number of securities to which transaction applies: |
| | (3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): |
| | (4) | Proposed
maximum aggregate value of transaction: |
| | (5) | Total
fee paid: |
| ¨ | Fee
paid previously with preliminary materials. | |
| ¨ | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing. | |
| | (1) | Amount
Previously Paid: |
| | (2) | Form,
Schedule or Registration Statement No.: |
| | (3) | Filing
Party: |
| | (4) | Date
Filed: |

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* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 26, 2018.

HALYARD HEALTH, INC.

HALYARD HEALTH, INC. 5405 WINDWARD PARKWAY ALPHARETTA, GA 30004

| Meeting
Information | |
| --- | --- |
| Meeting Type: | Annual Meeting |
| For holders as of: | March 2, 2018 |
| Date: April 26, 2018 | Time: 9:00 a.m. Eastern Time |
| Location: | Halyard Health, Inc. |
| | 5405 Windward Parkway |
| | Alpharetta, GA 30004 |
| You are receiving this communication because you hold shares
in the company named above. This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.
You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information
contained in the proxy materials before voting. | |
| See the reverse side of this notice to obtain proxy materials
and voting instructions. | |

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Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT ON FORM 10-K

How to View Online:

Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : [email protected]
  • If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 12, 2018 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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Voting Items

The Board of Directors recommends a vote FOR all nominees in Proposal 1 and FOR Proposals 2 and 3.

1.
Nominees:
1a. William A. Hawkins
1b. Gary D. Blackford
1c. Patrick J. O’Leary
2. Ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm to audit the Company’s 2018 financial statements.
3. Advisory vote to approve named executive officer compensation.

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