AngioDynamics (ANGO) Proxy filing summary

Executive summary

• FY2026 revenue rose 9.5% to $320.2M; Med Tech grew 18.4% and Med Device 2.6% as strategic transformation focused on technology-driven growth platforms.

• Eric Honroth is scheduled to become CEO on November 2, 2026; James C. Clemmer will retire from the CEO and director roles and consult for up to one year.

• The virtual annual meeting is November 17, 2026; shareholders will vote on two directors, auditor ratification, say-on-pay and a 2020 equity plan share increase.

Voting matters and shareholder proposals

• The Board recommends FOR all four proposals: Eileen O. Auen and Jan Stern Reed as Class II directors, Deloitte & Touche LLP, say-on-pay and the equity plan amendment.

• The director nominees would serve through the 2029 meeting; Howard W. Donnelly is retiring at the end of his current term.

• Auditor ratification, say-on-pay and the plan amendment require a majority of shares represented and entitled to vote; director elections use plurality voting.

• The 2025 say-on-pay vote received approximately 93.1% of votes cast, including abstentions; the committee retained its general compensation approach for FY2026.

• Rule 14a-8 proposals for the 2027 proxy are due by June 8, 2027; advance-notice nominations and other business are due July 20–August 19, 2027, subject to meeting-date conditions.

Board of directors and corporate governance

• Seven of eight directors were deemed independent; all standing committees consist entirely of independent directors.

• After Donnelly’s retirement, Eileen O. Auen is expected to become independent, non-executive Board Chair; the Chair and CEO roles remain separate.

• The Board is expected to have seven members after the annual meeting; Honroth is expected to join as a Class I director when he becomes CEO on November 2, 2026.

• The Board held four meetings in FY2026; Audit, Compensation and Human Capital, and Nominating, Compliance and Corporate Governance committees met nine, five and four times, respectively.

• Uncontested nominees failing to receive more than 50% of votes cast must tender a resignation for Board consideration within 90 days after vote certification.