Board reshuffle at LeMaitre Vascular (NASDAQ: LMAT) for 2026 vote
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
LeMaitre Vascular, Inc. reports upcoming changes to its Board of Directors tied to the 2026 Annual Meeting of Stockholders on June 2, 2026. Bridget Ross, a Class II director, has informed the Board she will not stand for re-election and will serve until her current term ends at that meeting. The company states her decision is not due to any disagreement regarding operations, policies, or practices.
To rebalance the staggered board, the Board has nominated David B. Roberts to stand for election as a Class II director at the same meeting. In connection with this nomination, Mr. Roberts has indicated he will resign as a Class I director at the conclusion of the meeting, contingent on his election as a Class II director. After these changes, the Board will have seven members instead of eight, structured as two Class I directors, two Class II directors, and three Class III directors, consistent with the company’s charter and by-law provisions allowing the Board to set its own size.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 8.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Annual Meeting date: June 2, 2026
Board size before change: 8 directors
Board size after change: 7 directors
+3 more
6 metrics
Annual Meeting date
June 2, 2026
2026 Annual Meeting of Stockholders
Board size before change
8 directors
Prior to Ms. Ross’s departure
Board size after change
7 directors
Effective upon Ms. Ross’s departure
Post-change board class mix
2 Class I, 2 Class II, 3 Class III
Assuming Roberts elected as Class II
Notification date – Ross
April 8, 2026
Date Ross notified Board she will not stand
Notification date – Roberts
April 9, 2026
Date Roberts notified Board of conditional resignation
Key Terms
Class II director, Annual Meeting of Stockholders, Class I director, Second Amended and Restated Certificate of Incorporation, +1 more
5 terms
Class II director financial
"her intent not to stand for re-election as a Class II director of the Company"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
Annual Meeting of Stockholders financial
"at the Company’s 2026 Annual Meeting of Stockholders to be held on June 2, 2026"
Class I director financial
"his intent to resign as a Class I director at the conclusion of the 2026 Annual Meeting"
A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.
Second Amended and Restated Certificate of Incorporation regulatory
"The Company’s Second Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws provide"
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
What board change did LeMaitre Vascular (LMAT) announce on April 8, 2026?
LeMaitre Vascular announced that director Bridget Ross, a Class II director, will not stand for re-election at the 2026 Annual Meeting. She will continue serving on the Board and its committees until her current term ends at that meeting on June 2, 2026.
Is Bridget Ross leaving LeMaitre Vascular (LMAT) due to a disagreement?
The company states that Ms. Ross’s decision not to stand for re-election is not related to any disagreement with LeMaitre Vascular. This includes no disagreement regarding the company’s operations, policies, or practices, indicating a voluntary transition rather than a conflict-driven departure.
How will LeMaitre Vascular’s (LMAT) board composition change after the 2026 Annual Meeting?
Assuming shareholders elect David B. Roberts as a Class II director, the Board will have seven members after the 2026 Annual Meeting. They will be organized into two Class I directors, two Class II directors, and three Class III directors under the company’s classified board structure.
Why is David B. Roberts resigning as a Class I director at LeMaitre Vascular (LMAT)?
David B. Roberts notified the Board that he will resign as a Class I director at the conclusion of the 2026 Annual Meeting, contingent on his election as a Class II director. The filing explains this conditional resignation is solely to facilitate his reclassification, not due to any disagreement.
What happens to the size of LeMaitre Vascular’s (LMAT) board after these director changes?
The Board has acted to reduce its size from eight to seven members, effective upon Ms. Ross’s departure. If Mr. Roberts is elected as a Class II director, the Board will also eliminate the now-vacant Class I seat created by his conditional resignation to maintain the new size.
When is LeMaitre Vascular’s 2026 Annual Meeting of Stockholders and why is it important?
The 2026 Annual Meeting of Stockholders is scheduled for June 2, 2026. At this meeting, shareholders will vote on electing directors including Class II nominee David B. Roberts, and the planned board size and class rebalancing will take effect following Ms. Ross’s departure and Roberts’s contingent reclassification.