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): July 19, 2023
(Exact Name of Registrant as Specified in Charter)
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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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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.
(d) On July 19, 2023, the board of directors (the “Board”) of AngioDynamics, Inc. (“AngioDynamics”) approved an increase in the size of the Board to
a total of nine directors and appointed Lorinda Burgess as a Class III director of AngioDynamics, effective immediately.
There are no arrangements or understandings between Ms. Burgess and any other person pursuant to which she was elected as a director. There are no
transactions in which Ms. Burgess has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Burgess was also appointed to the Audit Committee and the Compensation Committee of the Board. The Board has determined that Ms. Burgess is
independent under the Nasdaq listing standards.
On July 19, 2023, the Board also approved a change to its non-employee director compensation program, which effective immediately will apply to Ms.
Burgess and all other directors as modified. AngioDynamics’ non-employee directors will continue to receive compensation as described in AngioDynamics’ definitive proxy statement filed with the Securities and Exchange Commission on September 22,
2022, except that the annual equity grant payable to all non-employee directors will now be fully vested at the time of grant.
On July 24, 2023, AngioDynamics’ issued a press release announcing Ms. Burgess’ appointment to the Board. A copy of the press release is attached as
Exhibit 99.1 hereto.
Item 9.01 – Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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Press Release, dated July 24, 2023.
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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.
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(Registrant)
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Date: July 24, 2023
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By:
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/s/ Stephen A. Trowbridge
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Name:
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Stephen A. Trowbridge | ||
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Title:
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Executive Vice President and | ||
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Chief Financial Officer
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Exhibit 99.1
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NEWS RELEASE
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Investor Relations Contact:
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Media Contacts:
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Stephen Trowbridge
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Saleem Cheeks
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518-795-1408
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518-795-1174
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strowbridge@angiodynamics.com
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scheeks@angiodynamics.com
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AngioDynamics Announces Addition of Lorinda Burgess to Board of Directors
LATHAM, NY, July 24, 2023 – AngioDynamics, Inc. (NASDAQ: ANGO), a leading and
transformative medical technology company focused on restoring healthy blood flow in the body’s vascular system, expanding cancer treatment options, and improving quality of life for patients, today announced the appointment of Lorinda Burgess to
the Company’s Board of Directors.
Ms. Burgess brings over 35 years of management, financial, and global operations experience, including over 15 years at Medtronic, Inc., where she was responsible for
the company’s Americas Region as CFO, Vice President of Finance. While at Medtronic, Ms. Burgess led optimization initiatives that drove operational efficiencies and significant cost reductions.
“Ms. Burgess’ impressive career has been marked by her ability to shape and execute transformative strategies that drive growth and remarkable profitability,” said Jim
Clemmer, AngioDynamics President and CEO. “Her extensive track record of strong leadership and operational excellence adds to the collective expertise of our Board, and we are eager to benefit from her insights and guidance as we continue to
execute our strategic investments and growth initiatives to become a high-growth medical technology company.”
Ms. Burgess was most recently Chief Financial Officer and Vice President of Finance for the Americas Region at Medtronic, Inc., a Fortune 200 global medical device
company with more than $30 billion in annual revenues. Prior to this role, Ms. Burgess also served as Vice President of Customer Care for the Americas and Western Europe at Medtronic, Inc. and Vice President of Finance for the Cardiovascular
Group’s Sales and Marketing function.
Ms. Burgess earned a Bachelor of Arts in Communication and Political Science from the University of Michigan and a Master’s in Business Administration from Ohio State
University. Ms. Burgess is a member of the Board of Directors for Stepan Company.
With Ms. Burgess’ appointment, AngioDynamics’ total number of directors will increase to nine members.
About AngioDynamics, Inc.
AngioDynamics is a leading, and transformative medical technology company focused on restoring healthy blood flow in the body’s vascular system, expanding cancer
treatment options and improving quality of life for patients.
The Company’s innovative technologies and devices are chosen by talented physicians in fast-growing healthcare markets to treat unmet patient needs. For more
information, visit www.angiodynamics.com.