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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

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 check mark 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. ☐

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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)   On July 17, 2019, the board of directors of AngioDynamics, Inc. (“AngioDynamics”) appointed Karen Licitra as a Class III director of AngioDynamics, effective immediately.

From January 2014 through August 2015, Ms. Licitra served as Corporate Vice President, Worldwide Government Affairs & Policy at Johnson & Johnson, a medical devices, pharmaceutical, and consumer packaged goods manufacturer.  From December 2011 to December 2013, Ms. Licitra served as the Worldwide Chairman, Global Medical Solutions at Johnson & Johnson.  From July 2002 to November 2011, she served as the Company Group Chairman and Worldwide Franchise Chairman at Ethicon Endo-Surgery, Inc., a Johnson & Johnson medical device company.  From January 2001 to June 2002, she served as the President of Ethicon Endo-Surgery.  Ms. Licitra has been a member of the board of directors of Si-Bone, Inc. (Nasdaq: SIBN) since August 2015.  Ms. Licitra received a B.S. in Commerce from Rider College.

Ms. Licitra is eligible to receive compensation that is consistent with the compensation provided to AngioDynamics’ other non-employee directors as discussed below.

There are no arrangements or understandings between Ms. Licitra and any other person pursuant to which she was elected as a director. There are no transactions in which Ms. Licitra has an interest requiring disclosure under Item 404(a) of Regulation S-K. 

Ms. Licitra was appointed to the Compensation Committee of the board of directors. AngioDynamics’ board of directors has determined that Ms. Licitra is independent under the Nasdaq listing standards.

On July 17, 2019, the board of directors of AngioDynamics approved certain changs to the director compensation program.  Directors of AngioDynamics will continue to receive compensation as described in AngioDynamics’ definitive proxy statement filed with the Securities and Exchange Commission on August 30, 2018, provided, that non-employee directors will now receive an annual equity grant, wholly comprising restricted stock units, vesting one year from the grant date, with a grant-date fair value equal to $152,000.

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