LeMaitre Vascular (LMAT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 2, 2025, with proxy materials available online to reduce environmental impact and costs.

• Shareholders will vote on director elections, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• The board recommends voting for all director nominees, for executive compensation, every three years for say-on-pay, and for auditor ratification.

• 2024 financial results showed 14% sales growth, 46% net income growth, and a 14% dividend increase.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class I directors for three-year terms.

• Proposal 2: Advisory vote to approve 2024 executive compensation.

• Proposal 3: Advisory vote on frequency of future say-on-pay votes, with board recommending every three years.

• Proposal 4: Ratification of Grant Thornton LLP as independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must be received by December 18, 2025.

Board of directors and corporate governance

• Board consists of eight members divided into three classes, with annual elections for one class.

• Five directors are independent per Nasdaq standards.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board leadership combines CEO and Chairman roles; no lead independent director.

• Director resignation policy requires any director not receiving a majority of votes to offer resignation.