Management Change/Compensation (Form 8-K)

(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.

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.