UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2022
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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(Address of Principal Executive Offices) (Zip Code)
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(
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(Registrant’s telephone number, including area code)
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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:
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered |
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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. ☐
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) As described below, the
shareholders of AngioDynamics, Inc. (“AngioDynamics”) voted on November 3, 2022 to approve the amended AngioDynamics, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). The material terms of the 2020 Plan are described in Proposal 4 included in
AngioDynamics’ definitive proxy statement filed with the Securities and Exchange Commission on September 22, 2022 (as supplemented, the “Proxy Statement”), which description does not purport to be complete and is qualified in its entirety by
reference to the full text of the 2020 Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In addition, the shareholders of AngioDynamics voted on November 3, 2022 to approve the amended AngioDynamics, Inc. Employee
Stock Purchase Plan (the “ESPP”). The material terms of the ESPP are described in Proposal 5 included in the Proxy Statement, which description does not purport to be complete and is qualified in its entirety by reference to the full text of the
ESPP, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 – Submission of Matters to a Vote of Security Holders.
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The Annual Meeting of Shareholders of AngioDynamics was held on November 3, 2022. |
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Shareholders of AngioDynamics voted on the matters set forth below. |
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1.
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The nominees for election to the Board of Directors of AngioDynamics were elected, each as a Class I director to serve until the 2025 Annual Meeting of Shareholders of AngioDynamics and until their respective successors are duly elected and qualified, based upon the following votes: |
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Nominee
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Votes For
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Withheld
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Broker Non-Votes
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Dennis Meteny
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33,295,790
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904,413
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2,098,784
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Michael Tarnoff
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24,235,664
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9,964,539
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2,098,784
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2.
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The proposal to ratify the appointment of Deloitte & Touche LLP as AngioDynamics’ independent registered public accounting firm for the fiscal year ending May 31, 2023 was approved based upon the following votes: |
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Votes for approval
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36,261,992
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Votes against
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35,700
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Abstentions
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1,295
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There were no broker non-votes for this item.
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3.
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The proposal to approve, on an advisory basis, AngioDynamics’ executive compensation of its named executive officers was approved based upon the following votes: |
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Votes for approval
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33,348,202
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Votes against
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848,967
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Abstentions
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3,034
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Broker non-votes
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2,098,784
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4.
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The proposal to approve the amended AngioDynamics, Inc. 2020 Equity Incentive Plan was approved based upon the following votes: |
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Votes for approval
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32,788,999
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Votes against
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1,410,624
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Abstentions
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580
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Broker non-votes
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2,098,784
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5.
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The proposal to approve the amended AngioDynamics, Inc. Employee Stock Purchase Plan was approved based upon the following votes: |
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Votes for approval
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34,054,111
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Votes against
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145,327
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Abstentions
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765
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Broker non-votes
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2,098,784
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(c) Not applicable.
(d) Not applicable.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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AngioDynamics, Inc. 2020 Equity Incentive Plan, as amended (Incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement
filed on September 22, 2022 in connection with the Annual Meeting held on November 3, 2022 (File No. 000-50761)).
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AngioDynamics, Inc. Employee Stock Purchase Plan, as amended (Incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement
filed on September 22, 2022 in connection with the Annual Meeting held on November 3, 2022 (File No. 000-50761)).
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SIGNATURE
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.
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ANGIODYNAMICS, INC.
(Registrant)
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Date: November 4, 2022
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By:
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/s/ Richard C. Rosenzweig | |
| Name: Richard C. Rosenzweig | |||
| Title: Senior Vice President, General Counsel and Secretary | |||