Angiodynamics Inc

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect Eileen O. Auen and Jan Stern Reed as Class II directors, each for a three-year term ending at the 2029 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as AngioDynamics’ independent registered public accounting firm for the fiscal year ending May 31, 2027.

3. 3

   Advisory Vote on Compensation of Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of AngioDynamics’ named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 3 asks shareholders to approve, on an advisory and non-binding basis, the compensation paid to AngioDynamics’ named executive officers. The resolution covers the compensation discussion and analysis, summary compensation table, related compensation tables, and associated disclosure under Item 402 of Regulation S-K. Management is seeking approval as part of the Dodd-Frank-mandated “say-on-pay” process and as a corporate-governance practice. The Company describes its program as a mix of fixed and variable pay with significant at-risk compensation tied to earnings, sales, strategic objectives, revenue, adjusted EBITDA, and relative total shareholder return. For fiscal 2026, the CEO’s target compensation was described as 64% performance-based, and the long-term incentive program generally combines performance shares and restricted stock units. Management also emphasizes stock ownership guidelines, clawback provisions, anti-hedging rules, double-trigger change-in-control arrangements, and independent compensation consulting. The Company notes that shareholders approved fiscal 2025 executive compensation with approximately 93.1% of votes cast, and the Compensation and Human Capital Committee did not materially change its general approach for fiscal 2026. The vote is non-binding, but the Committee states that it will consider the result in future compensation decisions. The Board recommends voting FOR because it believes the program is competitive, performance-oriented, aligned with shareholders, and effective for attracting and retaining executives in a highly competitive medical-device industry.

4. 4

   Approval of an Amendment to the AngioDynamics, Inc. 2020 Equity Incentive Plan

   ManagementBoard: FOR

   Approve an amendment to increase the 2020 Equity Incentive Plan’s share reserve from 9,050,000 to 10,050,000 shares, adding 1,000,000 shares available for issuance, including incentive stock options.

   More detail

   Proposal 4 asks shareholders to approve an amendment increasing the AngioDynamics 2020 Equity Incentive Plan reserve from 9,050,000 to 10,050,000 shares. The requested increase would add 1,000,000 shares, all of which could be used for incentive stock options meeting Internal Revenue Code requirements. The Board approved the amendment on October 2, 2026, subject to shareholder approval. Management states that the additional reserve would support approximately two years of equity grants based on the Company’s historical burn rate, although the actual duration could vary with employee levels, forfeitures, acquisitions, stock price, and retention needs. The Company argues that equity compensation is central to attracting, retaining, motivating, and rewarding employees in a competitive medical-device labor market. It also presents the plan as a mechanism for aligning employee interests with shareholders through time-based and performance-based awards. The proposal would increase potential dilution, with the filing estimating fully diluted potential dilution of approximately 17.2% if the additional shares are approved and all relevant outstanding and available awards are considered. The plan contains governance protections including no evergreen provision, no liberal share recycling, minimum vesting requirements, prohibitions on discounted options and unauthorized repricing, a $500,000 annual non-employee director award limit, and double-trigger change-in-control treatment. Approval requires the affirmative vote of a majority of shares represented in person or by proxy and entitled to vote, and abstentions have the effect of negative votes. The Board recommends voting FOR because it believes the additional shares are needed to maintain competitive equity compensation and preserve the Company’s ability to hire and retain talent.

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When is the Angiodynamics Inc 2026 annual meeting?

Angiodynamics Inc (ANGO) holds its 2026 annual shareholder meeting on Tuesday, November 17, 2026.

What is the record date for the Angiodynamics Inc 2026 meeting?

The record date for the Angiodynamics Inc 2026 meeting is Friday, September 18, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Angiodynamics Inc's 2026 meeting?

The board is presenting 2 director nominees at the Angiodynamics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Angiodynamics Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Angiodynamics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.