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ANGO > SEC Filings for ANGO > Form 8-K on 25-Oct-2012All Recent SEC Filings

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Form 8-K for ANGIODYNAMICS INC


25-Oct-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote of S


Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) AngioDynamics 2004 Stock and Incentive Award Plan

On October 22, 2012, AngioDynamics, Inc. ("AngioDynamics") held its 2012 Annual Meeting of Shareholders (the "Annual Meeting"), at which AngioDynamics' shareholders approved an amendment to the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan to increase the total number of shares of common stock that may be offered under the plan from 4,750,000 to 5,750,000 shares. The board of directors approved the amendment, subject to shareholder approval, on September 5, 2012.

The material features of the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan are filed herewith as Exhibit 99.1 and incorporated herein by reference. The above description of the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan is qualified in its entirety by reference to the copy of such plan filed herewith as Exhibit 10.1 and incorporated herein by reference.

Also at the Annual Meeting, AngioDynamics' shareholders approved an amendment to the AngioDynamics, Inc. Employee Stock Purchase Plan to increase the total number of shares of common stock that may be offered under the plan from 700,000 to 1,200,000 shares. The board of directors approved the amendment, subject to shareholder approval, on September 5, 2012.

The material features of the AngioDynamics, Inc. Employee Stock Purchase Plan are filed herewith as Exhibit 99.2 and incorporated herein by reference. The above description of the AngioDynamics, Inc. Employee Stock Purchase Plan is qualified in its entirety by reference to the copy of such plan filed herewith as Exhibit 10.2 and incorporated herein by reference.



Item 5.07 - Submission of Matters to a Vote of Security Holders.

(a) AngioDynamics' Annual Meeting was held on October 22, 2012.

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

1. The nominees for election to the Board of Directors were elected, each as a Class III director to serve until the 2015 Annual Meeting of Shareholders, based upon the following votes:

Nominee Votes For Withheld Broker Non Votes David Burgstahler 30,408,064 729,169 2,510,147

Wesley E. Johnson, Jr. 30,771,973 365,260 2,510,147


Steven R. LaPorte 30,768,717 368,516 2,510,147

2. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as AngioDynamics' independent registered public accounting firm for the fiscal year ending May 31, 2013 was approved based upon the following votes:

                                  Votes for approval                   33,397,133
                                  Votes against                           167,325
                                  Abstentions                              82,922

There were no broker non-votes for this item.

3. The proposal to approve an amendment to the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan to increase the total number of shares of common stock that may be offered under the plan from 4,750,000 to 5,750,000 was approved based upon the following votes:

                                                    Votes for approval 28,587,239
                                                    Votes against       2,531,647
                                                    Abstentions            18,347
                                                    Broker non votes    2,510,147

4. The proposal to approve an amendment to the AngioDynamics, Inc. Employee Stock Purchase Plan to increase the total number of shares of common stock that may be offered under the plan from 700,000 to 1,200,000 was approved based upon the following votes:

                                                    Votes for approval 30,921,119
                                                    Votes against         197,520
                                                    Abstentions            18,594
                                                    Broker non votes    2,510,147

5. The proposal to approve, on an advisory basis, AngioDynamics' overall executive compensation policies and procedures for its named executive officers was approved based upon the following votes:

                                                    Votes for approval 30,069,333
                                                    Votes against         608,605
                                                    Abstentions           459,295
                                                    Broker non votes    2,510,147

(c) Not applicable.

(d) Not applicable.




Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

 Exhibit No.   Description

    10.1       AngioDynamics, Inc. 2004 Stock and Incentive
               Award Plan (as amended) (incorporated by
               reference to AngioDynamics' Definitive Proxy
               Statement on Schedule 14A filed with the
               Securities and Exchange Commission on September
               10, 2012).

    10.2       AngioDynamics, Inc. Employee Stock Purchase Plan
               (as amended) (incorporated by reference to
               AngioDynamics' Definitive Proxy Statement on
               Schedule 14A filed with the Securities and
               Exchange Commission on September 10, 2012).

    99.1       Summary of the AngioDynamics, Inc. 2004 Stock
               and Incentive Award Plan (as amended).
    99.2
               Summary of the AngioDynamics, Inc. Employee
               Stock Purchase Plan (as amended).


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