LeMaitre Vascular (LMAT) Board adopts annual Say-on-Pay vote schedule

Rhea-AI Filing Summary

LeMaitre Vascular, Inc. filed an amendment to its prior report to disclose its Board of Directors’ decision on how often shareholders will vote on executive pay. At the 2025 annual meeting, stockholders indicated a preference for holding the non-binding advisory Say-on-Pay vote every year.

After considering this stockholder vote, the Board determined that LeMaitre Vascular will conduct future Say-on-Pay votes on an annual basis. No other changes were made to the original report of the 2025 Annual Meeting voting results.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

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LEMAITRE VASCULAR INC NASDAQ true 0001158895 0001158895 2025-06-02 2025-06-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(0)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 2, 2025

LeMaitre Vascular, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33092		04-2825458
(Commission File Number)		(IRS Employer Identification No.)

63 Second Avenue Burlington, Massachusetts		01803
(Address of Principal Executive Offices)		(Zip Code)

(781) 221-2266

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		LMAT		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by LeMaitre Vascular, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on June 3, 2025 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2025 Annual Meeting of Stockholders held on June 2, 2025 (the “Annual Meeting”). This Amendment discloses the decision of the Company’s Board of Directors (the “Board”) regarding whether future non-binding advisory stockholder votes on the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”) should be held every one, two or three years (the “Say-on-Frequency Proposal”). No other changes have been made to the Original Form 8-K.

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

As previously reported in the Original Form 8-K, in a non-binding advisory vote held at the Annual Meeting, stockholders voting on the Say-on-Frequency Proposal expressed their preference for a Say-on-Pay Vote to be conducted every year. Taking into consideration the outcome of the stockholder vote, the Board has determined that the Company will hold future Say-on-Pay Votes on an annual basis.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				LEMAITRE VASCULAR, INC.
Dated: November 6, 2025				By:		/s/ Dorian P. LeBlanc
						Name:  Dorian P. LeBlanc
						Title:   Chief Financial Officer

FAQ

What did LeMaitre Vascular (LMAT) change in this amended report?

LeMaitre Vascular updated its prior report only to disclose the Board’s decision on Say-on-Pay vote frequency. The amendment confirms how often shareholders will have a non-binding advisory vote on executive compensation going forward.

How often will LeMaitre Vascular (LMAT) hold Say-on-Pay votes?

LeMaitre Vascular’s Board decided to hold Say-on-Pay votes on an annual basis. This means shareholders will have a non-binding advisory vote on named executive officer compensation every year, aligning with the preference expressed at the 2025 Annual Meeting.

What did LMAT shareholders prefer on Say-on-Pay frequency at the 2025 meeting?

At the 2025 Annual Meeting, LMAT shareholders expressed a preference for Say-on-Pay votes to be conducted every year. The Board considered this non-binding advisory result when deciding the company will hold future Say-on-Pay votes annually.

Does this LeMaitre Vascular (LMAT) amendment change other 2025 Annual Meeting results?

No, the amendment does not change other 2025 Annual Meeting results. It states that no other changes were made to the original report and focuses solely on disclosing the Board’s Say-on-Pay vote frequency decision.

Why did LeMaitre Vascular (LMAT) file an 8-K/A related to Say-on-Pay?

LeMaitre Vascular filed the 8-K/A to formally disclose the Board’s decision on how often to hold Say-on-Pay votes. The original filing reported vote results; this amendment adds the Board’s chosen frequency for future advisory votes on executive compensation.