8-K

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

AngioDynamics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50761	11-3146460
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
14 Plaza Drive Latham, New York                         12110
(Address of Principal Executive Offices)                 (Zip Code)
(518) 795-1400
(Registrant’s telephone number, including area code)

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:

☐
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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ANGO	NASDAQ Global Select Market

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.

(a)
The Annual Meeting of Shareholders of AngioDynamics was held on November 3, 2022.

(b)
Shareholders of AngioDynamics voted on the matters set forth below.

 1. 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:

Nominee	Votes For	Withheld	Broker Non-Votes
Dennis Meteny	33,295,790	904,413	2,098,784
Michael Tarnoff	24,235,664	9,964,539	2,098,784

 2. 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:

Votes for approval	36,261,992
Votes against	35,700
Abstentions	1,295
There were no broker non-votes for this item.

 3. The proposal to approve, on an advisory basis, AngioDynamics’ executive compensation of its named executive officers was approved based upon the following votes:

Votes for approval	33,348,202
Votes against	848,967
Abstentions	3,034
Broker non-votes	2,098,784

 4. The proposal to approve the amended AngioDynamics, Inc. 2020 Equity Incentive Plan was approved based upon the following votes:

Votes for approval	32,788,999
Votes against	1,410,624
Abstentions	580
Broker non-votes	2,098,784

 5. The proposal to approve the amended AngioDynamics, Inc. Employee Stock Purchase Plan was approved based upon the following votes:

Votes for approval	34,054,111
Votes against	145,327
Abstentions	765
Broker non-votes	2,098,784

(c)            Not applicable.

(d)            Not applicable.

Item 9.01 – Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
10.1	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)).
10.2	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)).

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.

	ANGIODYNAMICS, INC. (Registrant)
Date:  November 4, 2022	By:	/s/  Richard C. Rosenzweig
		Name:  Richard C. Rosenzweig
		Title:     Senior Vice President, General Counsel and Secretary

XML

Document and Entity Information	Nov. 03, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 03, 2022
Entity File Number	000-50761
Entity Registrant Name	ANGIODYNAMICS INC
Entity Central Index Key	0001275187
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	11-3146460
Entity Address, Address Line One	14 Plaza Drive
Entity Address, City or Town	Latham
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12110
City Area Code	518
Local Phone Number	795-1400
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ANGO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false