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ANGIODYNAMICS INC Proxy Solicitation & Information Statement 2012

Sep 10, 2012

32939_rns_2012-09-10_f9069d2f-e87b-4817-ba9b-0d5870ceae29.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d408409ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

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

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

AngioDynamics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

x No fee required

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

***** Exercise Your** Right **to Vote *****

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on October 22, 2012

ANGIODYNAMICS, INC. 14 Plaza Drive Latham, NY 12110 ATTN:D. JOSEPH GERSUK
Meeting Information
Meeting Type: Annual Meeting
For holders as of: August 22, 2012
Date: October 22,
2012 Time: 2:00 PM EDT
Location: New York Marriott
525 Lexington Avenue New York, New York 10017
You are receiving this
communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to
vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.co m or easily request a
paper copy (see reverse side).
We encourage you to access and review all of the important
information contained in the proxy materials before voting.
See the reverse
side of this notice to obtain proxy materials and voting instructions.
— Before You Vote — How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: 1. Notice & Proxy Statement 2.
Annual Report How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your
request:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL *: [email protected]
* If requesting materials by e-mail, please send a
blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please
make the request as instructed above on or before October 08, 2012 to facilitate timely delivery.
— How To Vote — Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the
possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to ww w .p r o xyvot e .com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
The Board of Directors recommends you vote FOR the following:
1. Election of Directors
Nominees
01 David
Burgstahler 02 Wesley E. Johnson,
Jr. 03 Steven R. LaPorte
The Board of Directors recommends you vote FOR
proposals 2, 3, 4 and 5.
2. To ratify the appointment of PricewaterhouseCoopers
LLP as AngioDynamics independent registered public accounting firm for the fiscal year ending May 31, 2013.
3. To amend AngioDynamics 2004 Stock and Incentive
Award Plan to increase the total number of shares of common stock reserved for issuance under the plan from 4,750,000 to 5,750,000.
4. To amend AngioDynamics Employee Stock Purchase Plan
to increase the total number of shares of common stock reserved for issuance under the plan from 700,000 to 1,200,000
5. Say-on-Pay - An advisory vote on the approval of
compensation of our named executive officers
NOTE: Such other business as may properly come
before the meeting or any adjournment thereof.