UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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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.
On June 20, 2024, STAAR Surgical Company (the “Company”) held its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s shareholders approved Amendment No. 1 to the STAAR Surgical Company Amended and Restated Omnibus Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 2,600,000 shares (the “Plan Amendment”).
Descriptions of the Plan and the Plan Amendment can be found in “Proposal No. 2: Approval of Amendment to Amended and Restated Omnibus Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2024 (the “2024 Proxy Statement”). Such descriptions are incorporated herein by reference from the 2024 Proxy Statement and are qualified in their entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to this current report, and the Plan Amendment, a copy of which is filed as Exhibit 10.2 to this current report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2024 Annual Meeting, the Company’s shareholders voted upon four proposals (the “Proposals”), as described in the 2024 Proxy Statement. The final results for the votes cast with respect to each Proposal are set forth below. As of April 22, 2024, the record date for the 2024 Annual Meeting, there were 49,131,110 outstanding shares of the Company's common stock. At the 2024 Annual Meeting, a quorum of 43,486,016 shares of the Company’s common stock were represented in person or by proxy.
Proposal 1: To elect seven directors to serve for a term of office expiring at the Company's 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified:
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Number of Shares |
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For |
Withheld |
Broker Non-Votes |
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Arthur C. Butcher |
40,801,419 |
120,227 |
2,564,370 |
Stephen C. Farrell |
40,744,637 |
177,009 |
2,564,370 |
Thomas G. Frinzi |
40,366,231 |
555,415 |
2,564,370 |
Wei Jiang |
40,745,548 |
176,098 |
2,564,370 |
Aimee S. Weisner |
40,076,353 |
845,293 |
2,564,370 |
Elizabeth Yeu, MD |
40,662,947 |
258,699 |
2,564,370 |
Lilian Zhou |
40,858,097 |
63,549 |
2,564,370 |
Proposal 2: To approve Amendment No. 1 to the Company’s Amended and Restated Omnibus Equity Incentive Plan, which increases the number of shares of Company common stock that are reserved for issuance under the plan by 2.6 million shares:
Number of Shares |
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For |
Against |
Abstain |
Broker Non-Votes |
39,142,246 |
1,756,919 |
22,481 |
2,564,370 |
Proposal 3: To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2024:
Number of Shares |
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For |
Against |
Abstain |
Broker Non-Votes |
40,034,448 |
3,434,910 |
16,658 |
0 |
Proposal 4: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
Number of Shares |
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For |
Against |
Abstain |
Broker Non-Votes |
33,982,598 |
6,912,213 |
26,835 |
2,564,370 |
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Description |
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10.1* |
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STAAR Surgical Company Amended and Restated Omnibus Equity Incentive Plan. |
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10.2* |
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Amendment No. 1 to the STAAR Surgical Company Amended and Restated Omnibus Equity Incentive Plan. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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* Filed herewith.
SIGNATURE
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.
STAAR Surgical Company |
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June 21, 2024 |
By: |
/s/ Tom Frinzi |
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Thomas Frinzi |
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President and Chief Executive Officer |