ANGIODYNAMICS INC

For the period ended Nov 17, 2026. Filed Oct 8, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 17, 2026 · Filed Oct 8, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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AngioDynamics, Inc.

(Name of Registrant as Specified In Its Charter)

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(518) 798-1215

October 8, 2026

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of AngioDynamics, Inc. to be held on Tuesday, November 17, 2026 at 12:00 p.m., Eastern Time. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ANGO2026. There will be no physical in-person meeting.

At this year’s Annual Meeting you will be asked to:

1.	consider and vote upon a proposal to elect two Class II directors, each for a term of three years;

2.	consider and vote upon a proposal to ratify the appointment of AngioDynamics’ independent registered public accounting firm for the fiscal year ending May 31, 2027;

3.	consider and vote upon a “Say-on-Pay” advisory vote on the approval of the compensation of AngioDynamics’ named executive officers;

4.	consider and vote upon a proposal to amend the AngioDynamics, Inc. 2020 Equity Incentive Plan to increase the number of shares available for issuance; and

5.	transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

As we did last year, we are pleased to furnish proxy materials to our shareholders over the internet. Instead of mailing printed copies to each shareholder, we are mailing a Notice Regarding Internet Availability which contains instructions on how to access your proxy materials; how each shareholder can receive a paper copy of proxy materials, including this Proxy Statement, our annual report on Form 10-K for the fiscal year ended May 31, 2026, and amendment to our annual report on Form 10-K/A, and a proxy card; and how to access your proxy card to vote through the internet or by telephone. We believe that this e-proxy process will expedite shareholders’ receipt of proxy materials, lower the costs and reduce the environmental impact of our Annual Meeting.

The Board of Directors unanimously believes that the election of its nominees for directors, the ratification of the appointment of AngioDynamics’ independent registered public accounting firm, the approval (on an advisory basis) of the compensation of its named executive officers and the approval of the AngioDynamics, Inc. 2020 Equity Incentive Plan, as amended, are in the best interests of AngioDynamics and its shareholders, and, accordingly, recommends a vote “FOR” each proposal.

In addition to the business to be transacted as described above, management will address shareholders with respect to AngioDynamics’ developments over the past year and respond to comments and questions of general interest to shareholders.

Your vote is important and whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote your shares via a toll-free telephone number or over the internet. If you requested and received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding all three methods of voting are contained on the proxy card. Voting by proxy will ensure your shares are represented at the Annual Meeting. Banks and brokers cannot exercise discretionary voting in uncontested elections of directors. If you are not a shareholder of record, please follow the instructions provided by the shareholder of record (your bank or broker) so that your shares are voted at the meeting on all matters.

Sincerely,

James C. Clemmer President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

October 8, 2026

The meeting is being held for the following purposes:

1.	To vote upon a proposal to elect two Class II directors, each for a term of three years;

2.	To ratify the appointment of AngioDynamics’ independent registered public accounting firm for the fiscal year ending May 31, 2027;

3.	To vote upon a “Say-on-Pay” advisory vote on the approval of the compensation of AngioDynamics’ named executive officers;

4.	To vote upon a proposal to amend the AngioDynamics, Inc. 2020 Equity Incentive Plan to increase the number of shares available for issuance; and

5.	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Only shareholders who held shares at the close of business on Friday , September 18, 2026, are entitled to notice of and to vote at the meeting or any adjournments or postponements thereof. You may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANGO2026. To participate in the meeting, you must have your sixteen-digit control number located on your notice, on your proxy card or on the instructions that accompanied your proxy materials.

It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning your proxy card or by voting on the internet or by telephone. Please see the instructions below under the heading“How do I vote my shares without attending the meeting?”.

The Annual Meeting for which this notice is given may be adjourned from time to time without further notice other than announcement at the meeting or any adjournment thereof. Any business for which notice is hereby given may be transacted at any such adjourned meeting.

By Order of the Board of Directors,

Lawrence T. Weiss

Senior Vice President, Chief Legal Officer and Corporate Secretary

Latham, New York

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting to be Held on November 17, 2026.

Our Proxy Statement for the 2026 Annual Meeting of Shareholders, the proxy card, annual report on Form 10-K for our fiscal year ended May 31, 2026 and amendment to our annual report on Form 10-K/A are available on the following website: www.proxyvote.com. To view materials via the internet, please follow the instructions set forth on the Notice Regarding Internet Availability mailed on or about October 8, 2026 to all shareholders of record on September 18, 2026.

PROXY STATEMENT SUMMARY

This summary highlights selected information in this Proxy Statement. Please review the entire Proxy Statement and the 2026 Annual Report before voting.

SUMMARY OF SHAREHOLDER VOTING MATTERS

		Board Vote Recommendation	More Information	Broker Discretionary Voting Allowed?	Routine?	Vote Required for Approval	Abstentions/ Broker Non-Votes
Proposal 1	Election of Class II Directors	FOR each Nominee	Page 6	No	No	Plurality of votes cast	Abstentions and broker non-votes do not count as votes cast
Proposal 2	Ratification of Our Independent Registered Public Accounting Firm	FOR	Page 49	Yes	Yes	Majority of the shares represented in person or by proxy and entitled to vote	Abstentions will have the effect of a negative vote; broker non-votes are not applicable to this proposal
Proposal 3	Approval of the Compensation of our named executive officers on an advisory basis	FOR	Page 52	No	No	Majority of the shares represented in person or by proxy and entitled to vote	Abstentions will have the effect of a negative vote; broker non-votes are not applicable to this proposal
Proposal 4	Approval of an amendment to the AngioDynamics, Inc. 2020 Equity Incentive Plan	FOR	Page 53	No	No	Majority of the shares represented in person or by proxy and entitled to vote	Abstentions will have the effect of a negative vote; broker non-votes are not applicable to this proposal

ADVANCED VOTING METHODS

Even if you plan to participate in our Virtual Annual Meeting, please read this proxy voting statement with care and vote right away using any of the following methods. In all cases, have your proxy card or voting instruction form in hand and follow the instructions.

BY INTERNET USING YOUR COMPUTER	BY TELEPHONE	BY MAILING YOUR PROXY CARD
Registered Owners Visit 24/7www.virtualshareholdermeeting.com/ANGO2026.	Registered Owners in the U.S. and Canada dial toll-free 24/71-800-690-6903	Cast your ballot, sign your proxy card and send by free post

FISCAL YEAR 2026 PERFORMANCE HIGHLIGHTS

During fiscal year 2026 we continued our strategic transformation into a growth-oriented, technology driven company that will allow us to serve larger and faster growing markets. In connection with our strategic transformation, we have organized our portfolio into two key platforms: Med Tech and Med Device. Med Tech comprises our high growth technology platforms including: our peripheral arterial disease Auryon Atherectomy laser, our Mechanical Thrombectomy products, including our AngioVac and AlphaVac products and our solid tumor ablation NanoKnife irreversible electroporation products. Med Device comprises our angiographic catheters, our EVLT products, our port products and our other Oncology products.

For the year ended May 31, 2026, on a GAAP as reported basis, our revenue increased 9.5%. Our Med Tech business, comprised of Auryon, the thrombus management platform and NanoKnife grew 18.4% in fiscal year 2026, driven by growth across all product lines. Our Med Device business increased 2.6% in fiscal year 2026, driven mainly by growth in the Core and Venous product lines which was partially offset by softness in Ports and other Oncology products.

EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

We regularly engage with investors to discuss our strategic direction, financial position and results of operations. This engagement provides valuable feedback on our compensation programs and governance practices.

We have set forth below certain key features of our executive compensation program applicable to our named executive officers and key compensation governance practices that strengthen the alignment of our named executive officers’ interests with those of our shareholders:

Key Compensation Program Features	Key Compensation Governance Practices
•	For fiscal year 2026, 64% of our CEO’s target total compensation was performance-based (including performance shares, options and short-term incentive compensation)	•	Robust stock ownership guidelines to align executives with our shareholders regarding our long-term performance
•	Mix of fixed and variable compensation, with a strong emphasis on variable, at-risk performance-based compensation	•	Clawback policy that allows the Company to recoup incentive-based compensation paid to executive officers under certain circumstances
•	Short- and long-term compensation opportunities with performance metrics tied to our strategy and performance (including relative total shareholder return)	•	No option repricing or cash buyout of underwater options without shareholder approval
•	50% of target long-term incentive opportunity is performance-contingent and measured over a three-year period	•	Engagement of an independent compensation consultant with no other ties to the Company or management
•	Stock-based awards with four-year vesting to promote retention	•	Change in control agreements with double trigger severance arrangements
•	Double trigger change in control provision in the 2020 Equity Incentive Plan	•	Active engagement with investors

GOVERNANCE HIGHLIGHTS

As part of our commitment to high ethical standards, our Board embraces strong governance practices and principles. These practices are described in more detail starting on page 12 and in our Corporate Governance Guidelines, which can be found in the Governance section of our website.

Independence	• 7 of our 8 directors are independent• All of our Board Committees are composed exclusively of independent directors• Each member of the Audit Committee, Compensation and Human Capital Committee and Nominating, Compliance and Corporate Governance Committee meets the enhanced independence standards of The Nasdaq Stock Market (“Nasdaq”).
Independent Chair	• We have an independent, non-executive Chair• The Chair sets the agenda for Board meetings• The Chair provides guidance to the CEO• The Chair presides over Board meetings
Executive Sessions	• The independent directors regularly meet in private without management• The Chair presides at these executive sessions• Each Committee regularly holds executive sessions without management
Board Oversight of Risk Management	• The Board and committee meeting process is designed to ensure that key risks are reviewed• Directors are informed of and review various areas of risk including those associated with operational matters, finance, compliance, regulatory and product quality issues, and legal proceedings, among others• The Board and committee discussions are supplemented through annual reports on enterprise risk by management• The Audit Committee reviews our overall enterprise risk management policies and practices and financial risk exposures, while other Committees also play a role in risk oversight • The Nominating, Compliance and Corporate Governance Committee reviews the Company’s compliance with applicable laws, rules and regulations, including, without limitations, FDA, SEC, DOJ and international compliance matters.
Stock Ownership Requirements	• Within 36 months of joining the Board, our independent directors must hold an amount of our common stock equal to at least three times the annual base cash retainer payable to each director • Stock Ownership guidelines require our executives to hold significant amounts of our common stock to align executives with our shareholders○ Our CEO must hold an amount of our common stock valued at three times his base salary○ Our other named executive officers must hold an amount of our common stock valued at one times their base salary
Board Practices	• Our Board annually evaluates the effectiveness of the Board and its Committees• The Board considers nomination of directors in light of a candidate’s:○ significant accomplishments and ability to make meaningful contributions;○ relevance of specific experiences, skills, industry background and knowledge of the business and objectives of our Company;○ contribution to Board diversity (including diversity of business, functional leadership, industry experience and background); and○ reputation for honesty and ethical conduct • Any incumbent director who receives less than 50% of the votes cast in an uncontested election must tender his or her resignation promptly• The Company has implemented a maximum annual discretionary stock-based award value for each director
Accountability	• Directors and executive officers are prohibited from hedging securities of the Company, purchasing or holding securities of the Company in a margin account or pledging securities of the Company• The Company has a clawback policy that allows the Company to recoup incentive-based compensation paid to executive officers under certain circumstances

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