UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 (see General Instruction A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication 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 Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1 933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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Item 5.07. |
Submission of Matters to a Vote of Security Holders |
STAAR Surgical Company’s virtual annual meeting of shareholders (the “Annual Meeting”) was held on June 16, 2022. 47,810,390 shares of common stock were outstanding on the record date for the Annual Meeting (April 19, 2022) and entitled to vote at the Annual Meeting. The voting was as follows:
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1. |
To elect seven directors to serve for terms to expire in 2023 or until their successors have been elected and qualified. |
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Number of Shares |
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For |
Withheld |
Broker Non-Votes |
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Stephen C. Farrell |
38,686,846 |
950,903 |
2,821,894 |
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Thomas G. Frinzi Gilbert H. Kliman, MD Caren Mason |
39,152,758 29,360,877 39,575,413 |
484,991 10,276,872 62,336 |
2,821,894 2,821,894 2,821,894 |
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Aimee S. Weisner |
38,340,441 |
1,297,308 |
2,821,894 |
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Elizabeth Yeu, MD |
39,155,168 |
482,581 |
2,821,894 |
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K. Peony Yu, MD |
39,161,655 |
476,094 |
2,821,894 |
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2. |
To ratify the selection of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending December 30, 2022. |
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Number of Shares |
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For |
Against |
Abstain |
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41,529,420 |
888,589 |
41,634 |
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To approve an increase in the annual equity award to non-employee directors. |
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Number of Shares |
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For |
Against |
Abstain |
Broker Non-Votes |
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39,098,595 |
508,699 |
30,455 |
2,821,894 |
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To hold an advisory vote to approve STAAR’s compensation of its named executive officers. |
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Number of Shares |
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For |
Against |
Abstain |
Broker Non-Votes |
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37,903,986 |
1,514,494 |
219,269 |
2,821,894 |
After the Annual Meeting, the Board of Directors appointed Mr. Frinzi as Chair of the Board of Directors, Mr. Farrell as Chair of the Audit Committee, Mr. Frinzi as Chair of the Compensation Committee, and Ms. Weisner as Chair of the Nominating and Governance Committee.
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.
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STAAR Surgical Company, |
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June 17, 2022 |
By: |
/s/ Caren Mason |
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Caren Mason |
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President and Chief Executive Officer |