DEFA14A: LeMaitre Vascular Urges Stockholders to Vote FOR Director Nominees Despite ISS Recommendation

LeMaitre Vascular is urging stockholders to vote in favor of its three director nominees, including the CEO, President, and an independent director, despite a recommendation from Institutional Shareholder Services (ISS) to withhold votes.

Summary

• LeMaitre Vascular is holding its 2025 Annual Meeting of Stockholders on June 2, 2025.
• The company is requesting stockholders to vote FOR the election of its three director nominees: George W. LeMaitre (CEO), David B. Roberts (President), and Martha Shadan (independent director).
• The company disagrees with the recommendation from Institutional Shareholder Services (ISS) to withhold votes from these nominees.
• The company believes that the vote at last year's annual meeting was influenced by a now halted ISS policy regarding racial and ethnic diversity on the board.
• Following last year's meeting, the company initiated a stockholder outreach program, contacting its twelve largest independent stockholders, representing over 39% of shares outstanding.
• Seven of the twelve firms responded, and three agreed to meet with the company to provide feedback on governance structure and board membership.
• The company has requested that ISS reverse its voting recommendation based on clarifications provided in the supplemental proxy materials.
• Stockholders who have already voted against the board's recommendation can change their vote.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The company is actively engaging with stockholders and defending its board nominees, but faces opposition from ISS.

Positives

• The company is actively engaging with stockholders to gather feedback on governance and board membership.
• The company's board includes an independent director with substantial industry expertise.
• The company is committed to stockholder engagement and intends to undertake a similar outreach effort this year following the Meeting.

Negatives

• ISS has recommended that stockholders withhold their votes from the election of the three director nominees.
• At last year's meeting, a director nominee received fewer votes FOR his election than WITHHOLD votes, leading to his resignation, which the board rejected.

Risks

• The ISS recommendation to withhold votes could influence stockholder decisions.
• Negative stockholder sentiment from the previous year could persist.

Future Outlook

The Company remains committed to stockholder engagement and intends to undertake a similar outreach effort this year following the Meeting.

Management Comments

• We believe that our Board is materially strengthened by having each as a member, and ask that our stockholders consider that in making their vote.

Industry Context

ISS recommendations often carry significant weight with institutional investors, potentially influencing voting outcomes. The company's response highlights the tension between external advisory firms and company boards.

Stakeholder Impact

• The outcome of the vote will impact the composition of the board of directors.
• Stockholder engagement efforts aim to improve governance and board effectiveness.

Next Steps

• Stockholders are urged to review the updated information and vote FOR the director nominees.
• The company intends to undertake a similar stockholder outreach effort following the Meeting.

Key Dates

Keywords

stockholder vote, director nominees, ISS recommendation, proxy statement, corporate governance, LeMaitre Vascular, annual meeting