ANGIODYNAMICS INC 8-K

What Happened
AngioDynamics, Inc. (ANGO) filed an 8‑K reporting a Transition and Retirement Agreement with President & CEO James C. Clemmer dated February 3, 2026, tied to his previously announced intent to retire. Mr. Clemmer will remain CEO until a successor is appointed or November 30, 2026 (the Planned Retirement Date), with the option to extend month-to-month by mutual agreement until a successor is in place. The Board approved the agreement to preserve continued vesting of Mr. Clemmer’s previously issued equity awards through his Separation of Service Date; upon that date, stock options and service‑based restricted stock units will immediately vest, while performance‑based RSUs will remain eligible to vest per their original terms.

Key Details

• Retirement Agreement effective February 3, 2026; Planned Retirement Date: November 30, 2026 (extendable month-to-month).
• Equity treatment: upon Separation of Service Date, stock options and service-based RSUs immediately vest; performance-based RSUs remain outstanding and eligible to vest according to their terms.
• Board approved Retention Agreements on January 30, 2026 covering the executive leadership team (excluding Mr. Clemmer).
• Retention pay: recipients employed on the earlier of (i) six months after a successor CEO starts or (ii) June 1, 2027, receive a cash award — 150% of base salary for named executives Stephen A. Trowbridge (CFO), Laura Piccinini (SVP & GM, Cardiovascular & International), Warren G. Nighan (SVP, Global Supply Chain, Quality & Regulatory), and Chad T. Campbell (SVP & GM, Oncology & Interventional Devices); 50% of base salary for Lawrence T. Weiss (SVP, Chief Legal Officer & Corporate Secretary) and other executive leadership members.

Why It Matters
This filing formalizes leadership transition timing and the company’s plans to retain senior management during the CEO search. For investors, key takeaways are the announced timeline for CEO succession, the immediate vesting mechanics for certain equity awards at separation (which affects executive compensation outcomes), and meaningful cash retention awards (up to 150% of base salary) intended to preserve operational continuity through the transition.