UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events |
On April 3, 2023, Cutera, Inc. (the “Company”) received a demand (the “Special Meeting Demand”) to call a special meeting of the stockholders of the Company (a “Special Meeting”) from the Executive Chairperson of the Board of Directors (the “Board”), J. Daniel Plants (“Mr. Plants”), to be held June 2, 2023, at 9:00 a.m. Pacific Time, at the Company’s headquarters (the “Demand Letter”).
In the Demand Letter, Mr. Plants demanded that the Special Meeting be held prior to the Company’s 2023 annual meeting of stockholders for the purpose of removing from office as directors of the Company, without cause, Gregory A. Barrett, Sheila A. Hopkins, Timothy J. O’Shea, Juliane T. Park, Janet D. Widmann and any other person or persons, other than Mr. Plants, David H. Mowry and Joseph E. Whitters, elected or appointed to the Board prior to or at the Special Meeting. Mr. Plants also requested that, as part of the business to be transacted at the Special Meeting, the stockholders of the Company be given the opportunity to vote upon a proposal to repeal each provision of, or amendment to, the Company’s Bylaws which were adopted by the Board after April 13, 2017 without stockholder approval.
On April 6, 2023, the Board established a special committee of the Board (the “Special Committee”) to review the Special Meeting Demand and related matters. Consistent with its fiduciary duties, the Special Committee will carefully review the Special Meeting Demand.
The Special Committee is committed to acting in the best interests of the Company and its stockholders and will make a formal recommendation regarding the Special Meeting Demand in due course.
Additional Information and Where to Find It
If the Company determines to hold a special meeting of stockholders, the Company will file a proxy statement on Schedule 14A, an accompanying white proxy card and other relevant documents with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s stockholders for such meeting. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), IF ANY, AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, IF AND WHEN, THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of any definitive proxy statement of the Company, an accompanying white proxy card, any amendments or supplements thereto and other documents filed by the Company with the SEC if and when they become available at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge in the “SEC Filings” subsection of the Company’s Investor Relations website at http://ir.cutera.com or by contacting the Company’s Investor Relations Department at IR@cutera.com, as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
Participants in the Solicitation
If the Company determines to hold a special meeting of stockholders, the Company, its directors and certain of its executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with matters to be considered at such special meeting of stockholders. Information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers is included in the Company’s Proxy Statement on Schedule 14A for its 2022 annual meeting of stockholders, filed with the SEC on May 2, 2022, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022 and in the Company’s Current Reports on Form 8-K filed with the SEC from time to time. Changes to the direct or indirect interests of the Company’s directors and executive officers are set forth in SEC filings on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4. These documents are available free of charge as described above. Updated information regarding the identities of potential participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the definitive proxy statement for the Company’s special meeting of stockholders and other relevant documents to be filed with the SEC, if and when they become available.
Forward Looking Statements
Statements contained in this filing which are not historical facts, such as those relating to future events, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Cutera undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise. Investors should consult further disclosures and risk factors included in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the Registration Statement on Form S-8 and other documents filed from time to time with the SEC by Cutera.
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.
| CUTERA, INC. | ||||||
| Date: April 7, 2023 |
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| By: | /s/ VIKRAM VARMA | |||||
| Vikram Varma Senior Vice President, General Counsel and Compliance Officer | ||||||