STOCK TITAN
  1. Home
  2. Sec-filings
  3. LNSR
  4. [8-K] LENSAR, Inc. Reports Material Event

LENSAR (LNSR) shareholders back directors, auditor and annual say-on-pay at 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

LENSAR, Inc. reported the results of its 2026 annual stockholders meeting. As of the June 10, 2026 record date, there were 12,281,581 common shares and 20,000 shares of Series A convertible preferred stock outstanding, providing a total of 20,222,027 votes. Holders representing 18,307,120 votes, or approximately 90.53% of the voting power, were present or represented by proxy.

Stockholders elected three Class III directors to terms ending in 2029, with each nominee receiving over 13.3 million votes for and about 1.8–1.9 million votes withheld. They ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 18,245,337 votes for. On an advisory basis, stockholders approved executive compensation with 13,671,195 votes for and selected one year as the preferred frequency for future say-on-pay votes, supported by 14,814,363 votes. The board determined the company will hold advisory votes on named executive officer compensation every year until the next required frequency vote or a different frequency is later determined.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Total votes entitled 20,222,027 votes Aggregate voting power as of record date June 10, 2026
Votes represented at meeting 18,307,120 votes Votes present or represented by proxy at 2026 annual meeting
Turnout percentage 90.53% Percentage of total voting power represented at the meeting
Common shares outstanding 12,281,581 shares Common stock issued and outstanding as of June 10, 2026
Preferred shares outstanding 20,000 shares Series A Convertible Preferred Stock as of June 10, 2026
Auditor ratification votes for 18,245,337 votes Votes for ratifying PricewaterhouseCoopers LLP for 2026
Say-on-pay votes for 13,671,195 votes Votes for approving named executive officer compensation
One-year frequency support 14,814,363 votes Votes favoring annual advisory say-on-pay frequency
Series A Convertible Preferred Stock financial
"20,000 shares of the Company’s Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
broker non-votes financial
"Votes WITHHELD ... | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory (non-binding) basis financial
"Approve, on an advisory (non-binding) basis, the compensation"
frequency of future advisory votes financial
"the frequency of future advisory (non-binding) votes on the compensation"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What matters did LENSAR (LNSR) stockholders vote on at the 2026 annual meeting?
Stockholders voted on three Class III director elections, ratification of PricewaterhouseCoopers LLP as auditor for 2026, advisory approval of executive compensation, and the frequency of future advisory votes on executive pay.

How many votes were represented at LENSAR (LNSR)’s 2026 annual meeting?
Holders representing 18,307,120 votes were present or represented by proxy, equal to approximately 90.53% of the total 20,222,027 votes entitled to be cast as of the June 10, 2026 record date.

Were LENSAR (LNSR)’s director nominees elected at the 2026 annual meeting?
Yes. Thomas B. Ellis, Richard L. Lindstrom, MD, and William J. Link, PhD were elected as Class III directors, each receiving over 13.3 million votes for and serving until the 2029 annual meeting.

Did LENSAR (LNSR) stockholders approve the company’s auditor for 2026?
Yes. The appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026 received 18,245,337 votes for, with 19,635 against and 42,148 abstentions.

How did LENSAR (LNSR) stockholders vote on executive compensation in 2026?
On an advisory basis, stockholders approved named executive officer compensation, with 13,671,195 votes for, 1,440,815 against, 84,141 abstentions, and 3,110,969 broker non-votes recorded on the proposal.

What frequency of say-on-pay votes did LENSAR (LNSR) stockholders prefer?
Stockholders indicated a preference for annual advisory votes on executive compensation, with 14,814,363 votes for one year, compared with 9,784 for two years and 144,195 for three years. The board chose to follow the one-year frequency.
0001320350false00013203502026-08-042026-08-04

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 04, 2026

 

 

LENSAR, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39473

32-0125724

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2800 Discovery Drive

 

Orlando, Florida

 

32826

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 888 536-7271

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications 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:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, par value $0.01 per share

 

LNSR

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 

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

On August 4, 2026, LENSAR, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the close of business on June 10, 2026, the record date for the Annual Meeting (the “Record Date”), 12,281,581 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), were issued and outstanding, and 20,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (“Preferred Stock”), were issued and outstanding. The holders of Preferred Stock vote together with holders of Common Stock as a single class on each proposal. As of the Record Date, the holders of Common Stock were entitled to a total of 12,281,581 votes and the holders of Preferred Stock were entitled to a total of 7,940,446 votes, representing 20,222,027 votes in the aggregate. At the Annual Meeting, stockholders entitled to a total of 18,307,120 votes, representing approximately 90.53% of the total voting power of the capital stock issued and outstanding and entitled to vote, were present or represented by proxy. Following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 23, 2026.

Proposal No. 1 – Election of three Class III directors to serve until the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified.

Votes FOR

Votes WITHHELD

Broker Non-Votes

Thomas B. Ellis

13,430,892

1,765,259

3,110,969

Richard L. Lindstrom, MD

13,303,843

1,892,308

3,110,969

William J. Link, PhD

 

 

13,302,526

 

 

 

1,893,625

 

 

 

3,110,969

 

Proposal No. 2 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes FOR

Votes AGAINST

Votes ABSTAINED

Broker Non-Votes

18,245,337

19,635

42,148

0

Proposal No. 3 – Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.

Votes FOR

Votes AGAINST

Votes ABSTAINED

Broker Non-Votes

13,671,195

1,440,815

84,141

3,110,969

Proposal No. 4 – Approve, on an advisory (non-binding) basis, the frequency of future advisory (non-binding) votes on the compensation of the Company’s named executive officers.

ONE YEAR

TWO YEARS

THREE YEARS

 

ABSTAIN

 

 

Broker Non-Votes

14,814,363

9,784

144,195

 

227,809

 

 

3,110,969

Based on the foregoing votes, Thomas B. Ellis, Richard L. Lindstrom, MD, and William J. Link, PhD, were elected as Class III directors, Proposal 2 and 3 were approved, and the frequency of every one year for Proposal 4 was approved.

 

Based on the results for Proposal 4 and consistent with the recommendation of the Company’s board of directors (the “Board”), the Board has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers every year until the next advisory vote regarding the frequency of advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company and its stockholders.

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.

 

 

 

LENSAR, Inc.

 

 

 

 

Date:

August 10, 2026

By:

/s/ Nicholas T. Curtis

 

 

 

Nicholas T. Curtis
Chief Executive Officer

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document

Other Documents