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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2021



Colfax Corporation

(Exact name of registrant as specified in its charter)




Delaware   001-34045   54-1887631

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

420 National Business Parkway, 5th Floor

Annapolis Junction, MD 20701

(Address of principal executive offices) (Zip Code)

(301) 323-9000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)



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 (see General Instruction A.2. below):


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





Name of each exchange

on which registered

Common Stock, par value $0.001 per share   CFX   New York Stock Exchange
5.75% Tangible Equity Units   CFXA   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by checkmark 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 February 22, 2021, the Board of Directors (the “Board”) of the Company appointed Philip Okala, Chief Operating Officer of the University of Pennsylvania Health System, to serve as a director of the Company, increasing the size of the Board from ten to eleven members. Mr. Okala is expected to be named to the Compensation Committee of the Board.

The Board affirmatively determined that Mr. Okala has no material relationship with the Company or any of its consolidated subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and meets the requirements of an “independent director” as defined in Section 303A.02 of the NYSE’s Listed Company Manual for purposes of service on the Board. In addition, Mr. Okala has not been a participant in any related person transactions required to be disclosed under Item 404(a) of Regulation S-K. The full text of the Company’s press release regarding Mr. Okala’s appointment is attached hereto as Exhibit 99.1.

Mr. Okala will participate in the Company’s director compensation package for non-employee directors described in the Company’s definitive proxy statement filed with the SEC on April 9, 2020, except that Mr. Okala’s initial equity grant will be a pro-rated portion of the annual equity award.

In connection with Mr. Okala’s appointment to the Board, he and the Company have entered into the Company’s standard form of indemnification agreement for executive officers and directors, the form of which was previously filed as Exhibit 10.3 to the Company’s registration statement on Form S-1 (File No. 333-148486).


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


99.1    Colfax Corporation press release dated February 22, 2021.
 104    Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL.


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.


Date: February 23, 2021   COLFAX CORPORATION

/s/ Bradley J. Tandy

  Name:   Bradley J. Tandy
  Title:   SVP, General Counsel and Corporate Secretary

Exhibit 99.1



Philip Okala Appointed to Colfax Board of Directors

Annapolis Junction, MD, February 22, 2021 – Colfax Corporation (NYSE: CFX), a leading diversified technology company, today announced that it has appointed Philip Okala, Chief Operating Officer of the University of Pennsylvania Health System, to its Board of Directors. This appointment increases the size of Colfax’s Board of Directors to eleven members.

Mitchell P. Rales, Chairman of the Board of Colfax, said, “We are very pleased to have Phil join our Board. He has extensive experience as a healthcare leader and has been integral to the success of Penn Medicine’s hospital systems by spearheading key strategic initiatives and recent expansion efforts. His addition to the Board will further support Colfax in growing our medical technology business. I am confident that his knowledge and experience will assist the Board and the Colfax management team in executing Colfax’s long-term growth plans.”

Mr. Okala has served as the Chief Operating Officer at the University of Pennsylvania Health System since 2017. As Chief Operating Officer, he has executive oversight for the health system’s hospitals, clinical service line operations and integration. Prior to his current role, Mr. Okala held various positions with Penn Medicine since 2007, including serving as Senior Vice President for Business Development from 2013 to 2017. Before joining Penn Medicine, Mr. Okala held various positions with other healthcare organizations including System Vice President of the Cancer Service Line at Geisinger Health System, Vice President for Clinical Strategic Planning at Roswell Park Cancer Institute and management positions at the University of Texas MD Anderson Cancer Center. Mr. Okala is an experienced hospital executive who has led major health system initiatives for strategic marketing positioning, overseen the expansion of clinical service lines and facilitated the growth of the Penn Medicine health system, including through successful mergers and strategic alliances.

Mr. Okala holds a Bachelor of Science in Economics from the University of Houston – University Park and a Master’s in Health Service Administration from Texas Woman’s University. He is a Fellow in the American College of Healthcare Executives (FACHE) and currently serves on the boards of the Hospital and Healthsystem Association of Pennsylvania, Holy Child School at Rosemont and Vizient Mid-Atlantic Region.


Colfax Corporation is a leading diversified technology company that provides orthopedic and fabrication technology products and services to customers around the world, principally under the DJO and ESAB brands. Colfax believes that its brands are among the most highly recognized in each of the markets that it serves. The Company uses its Colfax Business System (“CBS”), a comprehensive set of tools, processes and values, to create superior value for customers, shareholders and associates. Colfax’s common stock is traded on the NYSE under the ticker “CFX.”

Mike Macek

Vice President, Finance

Colfax Corporation