LeMaitre Vascular adjusts board ahead of 2026 meeting

LeMaitre Vascular, Inc. reports upcoming changes to its Board of Directors tied to the 2026 Annual Meeting of Stockholders on June 2, 2026.

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.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/14/2026 - 06:45 AM Learn about SEC filing dates

LEMAITRE VASCULAR INC false 0001158895 0001158895 2026-04-08 2026-04-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(0)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 8, 2026

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On April 8, 2026, Bridget Ross notified the Board of Directors (the “Board”) of LeMaitre Vascular, Inc. (the “Company”) of her intent not to stand for re-election as a Class II director of the Company at the Company’s 2026 Annual Meeting of Stockholders to be held on June 2, 2026 (the “2026 Annual Meeting”). Ms. Ross will continue to serve as a director and a member of each committee of the Board to which she has been appointed until her current term expires at the 2026 Annual Meeting. Ms. Ross’s decision not to stand for re-election is not related to any disagreement with the Company on any matter relating to the operations, policies, or practices of the Company. The Board thanks Ms. Ross for her service and contributions during her tenure.

In order to rebalance the Board classes upon the expiration of Ms. Ross’s current term at the 2026 Annual Meeting, the Board nominated David B. Roberts to stand for election as a Class II director at the 2026 Annual Meeting. In connection with such nomination, on April 9, 2026, Mr. Roberts notified the Board of his intent to resign as a Class I director at the conclusion of the 2026 Annual Meeting, contingent upon his election as a Class II director at such meeting. Mr. Roberts’s decision to conditionally resign as a Class I director is solely to facilitate his election as a Class II director at the 2026 Annual Meeting and is not a result of any disagreement with the Company on any matter relating to the operations, policies, or practices of the Company. Upon the effectiveness of Ms. Ross’s departure, and assuming Mr. Roberts’s election as a Class II director, at the conclusion of the Annual Meeting the Board will consist of seven members, designated as two Class I directors, two Class II directors, and three Class III directors.

Item 8.01 Other Events.

The Company’s Second Amended and Restated Certificate of Incorporation and Second Amended and Restated By-laws provide that the size of the Board shall be determined from time to time by resolution of the Board. As a result of the events described in Item 5.02, the Board has taken action to reduce the size of the Board from eight to seven members, effective immediately upon Ms. Ross’s departure from the Board. In this regard, effective as of the conclusion of the 2026 Annual Meeting, and assuming Mr. Roberts is elected as a Class II director, the Board will eliminate the vacant Class I directorship resulting from the resignation of Mr. Roberts as a Class I director to facilitate his election as a Class II director.

Forward-Looking Statements

This current report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements regarding the Company’s business that are not historical facts may be “forward-looking statements” that involve risks and uncertainties. Forward-looking statements are based on management’s current, preliminary expectations and are subject to risks and uncertainties that could cause actual results to differ from the results predicted. These risks and uncertainties include risks and uncertainties included under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, as updated by its subsequent filings with the SEC, all of which are available on the Company’s investor relations website at http://www.lemaitre.com and on the SEC’s website at http://www.sec.gov. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.

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: April 14, 2026
				By:		/s/ Dorian P. LeBlanc
				Name:		Dorian P. LeBlanc
				Title:		Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB