News Column

STAAR SURGICAL CO FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

June 11, 2014



Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended and Restated STAAR Surgical Company 2003 Omnibus Equity Incentive Plan

On June 9, 2014, at the annual meeting of our stockholders, our stockholders approved an amendment to the Amended and Restated STAAR Surgical Company 2003 Omnibus Equity Incentive Plan, as noted in Item 5.07 below. Their approval also served as approval for purposes of section 162(m) of the US Internal Revenue Code. The amendment to the plan increased the number of shares of our common stock that are reserved for issuance under the plan by 1.5 million shares.

A description of the material terms of the plan, including the amendments, was included in our 2014 proxy statement filed with the Securities and Exchange Commission on May 5, 2014, and the proxy statement's description of the plan and its terms are incorporated here by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 9, 2014, at our annual meeting of stockholders, our stockholders (i) elected the seven nominees listed below to serve on our board of directors; (ii) approved the amendment of the Amended and Restated STAAR Surgical Company 2003 Omnibus Equity Incentive Plan; (iii) approved the amendment of Restated Certificate of Incorporation and Amended and Restated Bylaws; (iv) ratified the selection of BDO USA, LLP as our independent auditors for the fiscal year ending January 2, 2015; and (v) favorably voted in an advisory vote to approve the compensation of our named executive officers.

For Withheld Item of Business No. 1: Election of the following seven nominees to serve for a one-year term until our annual meeting of stockholders in 2015: Mark Logan 26,708,870 147,316 Barry Caldwell 26,801,009 55,177 Charles Slacik 26,801,009 55,177 Richard A. Meier 26,713550 142,636 John C. Moore 26,709,320 146,866 Kathryn Tunstall 26,646,059 210,127 Caren Mason 26,733,518 122,668 For Against Abstain Item No. 2: Amendment of the Amended and Restated STAAR Surgical Company 2003 Omnibus Equity Incentive Plan 24,548,639 2,044,289 263,258 For Against Abstain Item No. 3: Amendment of the Restated Certificate of Incorporation and Amended and Restate By laws 33,687,164 755,526 171,217 Item No. 4: Ratification of Auditors 34,477,420 39,265 97,222 Item No. 5: Approval, on an advisory basis, of the compensation of STAAR's name executive officers 26,188,058 632,674 35,454



Item 7.01. Regulation FD Disclosure.

On June 9, 2014, the Company published a press release regarding the results of our annual meeting of stockholders. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by this reference.

The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibits: Description of Document 5.03 Restated Certificate of Incorporation. 5.03 Amended and Restated Bylaws. 10.1 Amended and Restated STAAR Surgical Company 2003 Omnibus Equity Incentive Plan (incorporated by reference to Appendix A of STAAR's Proxy Statement filed May 5, 2014). 99.1 Press release of the Company dated June 10, 2014.


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters