8-K - ANGO - Equibles

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): October 13, 2020

AngioDynamics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50761	11-3146460
(State or Other Jurisdiction of Incorporation)	(Commission File<br><br> <br>Number)	(IRS Employer<br><br> <br>Identification No.)
14 Plaza Drive Latham, New York <br> 12110
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(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)
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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:

Title of each class	Trading Symbol(s)	Name of each exchange on which<br><br> 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 October 13, 2020 to approve the 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 3, 2020 (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 October 13, 2020 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 October 13, 2020.

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

1.	The nominees for election to the Board of Directors were elected, each as a Class II director to serve until the 2023 Annual Meeting of Shareholders of AngioDynamics and until their respective<br> successors are duly elected and qualified, based upon the following votes:
Nominee	Votes For	Withheld	Broker Non-Votes
---	---	---	---
Eileen O. Auen	31,335,139	438,558	2,430,599
James C. Clemmer	30,404,677	1,369,020	2,430,599
Howard W. Donnelly	30,068,164	1,705,533	2,430,599
Jan Stern Reed	31,106,052	667,645	2,430,599
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,<br> 2021 was approved based upon the following votes:
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Votes for approval	34,152,718
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Votes against	40,792
Abstention	10,786
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<br> following votes:
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Votes for approval	30,783,204
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Votes against	983,044
Abstention	7,449
Broker non-votes	2,430,599
4.	The proposal to approve the AngioDynamics, Inc. 2020 Equity Incentive Plan was approved based upon the following votes:
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Votes for approval	29,481,258
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Votes against	2,283,680
Abstention	8,759
Broker non-votes	2,430,599

5.	The proposal to approve the amended AngioDynamics, Inc. Employee Stock Purchase Plan was approved based upon the following votes:
Votes for approval	31,441,157
---	---
Votes against	325,603
Abstention	6,937
Broker non-votes	2,430,599

Item 9.01 – Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
10.1	AngioDynamics, Inc. 2020 Equity Incentive Plan (Incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement filed on September 3, 2020 in<br> connection with the Annual Meeting held on October 13, 2020 (File No. 000-50761)).
10.2	AngioDynamics, Inc. Employee Stock Purchase Plan (Incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement filed on September 3, 2020 in<br> connection with the Annual Meeting held on October 13, 2020 (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: October 15, 2020	By:	/s/ Stephen A. Trowbridge
		Stephen A. Trowbridge
		Executive Vice President, General Counsel
		and Chief Financial Officer