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STAAR Surgical (STAA) adds 3.9M plan shares, elects board and ratifies BDO

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

Rhea-AI Filing Summary

STAAR Surgical Company reported results from its 2026 Annual Meeting of Shareholders held on June 18, 2026. Shareholders approved Amendment No. 2 to the Amended and Restated Omnibus Equity Incentive Plan, increasing the shares of common stock reserved for issuance under the plan by 3,900,000 shares.

Seven directors were elected to serve until the 2027 annual meeting or until successors are elected and qualified. Shareholders also ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending January 1, 2027 and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. As of April 20, 2026, there were 49,788,295 outstanding common shares, and a quorum of 43,680,435 shares was represented at the meeting.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan increase 3,900,000 shares Additional common stock reserved under Omnibus Equity Incentive Plan
Shares outstanding 49,788,295 shares Common stock outstanding as of April 20, 2026 record date
Quorum represented 43,680,435 shares Common stock represented in person or by proxy at 2026 annual meeting
Plan amendment votes for 40,231,475 shares Votes for Proposal 2 to approve Amendment No. 2 to equity plan
Auditor ratification votes for 43,433,234 shares Votes for Proposal 3 ratifying BDO USA, P.C. as auditor
Say-on-pay votes for 39,737,385 shares Votes for Proposal 4 approving named executive officer compensation
Amended and Restated Omnibus Equity Incentive Plan financial
"Amendment No. 2 to the STAAR Surgical Company Amended and Restated Omnibus Equity Incentive Plan"
broker non-votes financial
"Number of Shares For, 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.
non-binding advisory basis financial
"To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"to ratify the appointment of BDO USA, P.C. 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.
quorum financial
"At the 2026 Annual Meeting, a quorum of 43,680,435 shares of the Company’s common stock were represented"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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0000718937false00007189372024-06-202024-06-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 18, 2026

 

 

 

STAAR Surgical Company

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

000-11634

95-3797439

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

25510 Commercentre Drive

Lake Forest, California

92630

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 626-303-7902

Not Applicable

(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 (see General Instruction A.2. below):

 

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

STAA

NASDAQ

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).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 18, 2026, STAAR Surgical Company (the “Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s shareholders approved Amendment No. 2 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 3,900,000 shares (the “Plan Amendment”).

 

Descriptions of the Plan and the Plan Amendment can be found in “Proposal No. 2: Approval of Amendment No. 2 to Amended and Restated Omnibus Equity Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 4, 2026 (the “2026 Proxy Statement”). Such descriptions are incorporated herein by reference from the 2026 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, Amendment No. 1 to the Plan, a copy of which is filed as Exhibit 10.2 to this current report, and the Plan Amendment, a copy of which is filed as Exhibit 10.3 to this current report.

 

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

 

At the 2026 Annual Meeting, the Company’s shareholders voted upon four proposals (the “Proposals”), as described in the 2026 Proxy Statement. The final results for the votes cast with respect to the Proposals are set forth below. As of April 20, 2026, the record date for the 2026 Annual Meeting, there were 49,788,295 outstanding shares of the Company’s common stock. At the 2026 Annual Meeting, a quorum of 43,680,435 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 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified:

 

 

Number of Shares

For

Withheld

Broker Non-Votes

Neal C. Bradsher

40,776,719

497,602

2,406,114

Arthur C. Butcher

40,565,567

708,754

2,406,114

Wei Jiang

41,098,173

176,148

2,406,114

Richard T. LeBuhn

41,170,957

103,364

2,406,114

Louis E. Silverman

40,487,195

787,126

2,406,114

Christopher M. Wang

40,941,468

332,853

2,406,114

Lilian Y. Zhou

40,488,276

786,045

2,406,114

 

Proposal 2: To approve Amendment No. 2 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 3.9 million shares:

 

Number of Shares

For

Against

Abstain

Broker Non-Votes

40,231,475

974,989

67,857

2,406,114

 

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 January 1, 2027:

 

Number of Shares

For

Against

Abstain

Broker Non-Votes

43,433,234

237,151

10,050

0

 

Proposal 4: To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

 

Number of Shares

For

Against

Abstain

Broker Non-Votes

39,737,385

1,454,186

82,750

2,406,114

 


Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

 

 

 

10.1

STAAR Surgical Company Amended and Restated Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2024).

 

 

 

10.2

 

Amendment No. 1 to the STAAR Surgical Company Amended and Restated Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2024).

 

 

 

10.3*

 

Amendment No. 2 to the STAAR Surgical Company Amended and Restated Omnibus Equity Incentive Plan.

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

________

* 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

June 22, 2026

By:

/s/ Deborah Andrews

Deborah Andrews

Interim Co-Chief Executive Officer

and Chief Financial Officer

 


FAQ

What did STAAR Surgical (STAA) shareholders approve at the 2026 annual meeting?

Shareholders approved Amendment No. 2 to the Omnibus Equity Incentive Plan, adding 3,900,000 reserved shares, elected seven directors, ratified BDO USA, P.C. as auditor, and approved executive compensation on a non-binding advisory basis.

How many new shares were added to STAAR Surgical’s equity incentive plan?

The amendment to STAAR Surgical’s Amended and Restated Omnibus Equity Incentive Plan increased the number of common shares reserved for issuance under the plan by 3,900,000, expanding the pool available for future equity-based awards to eligible participants.

Were all director nominees elected at STAAR Surgical’s 2026 annual meeting?

All seven director nominees, including Neal C. Bradsher, Arthur C. Butcher, Wei Jiang, and others, received more votes “For” than “Withheld,” with additional broker non-votes reported, and will serve until the 2027 annual meeting or until successors are elected.

Did STAAR Surgical shareholders ratify the company’s independent auditor for 2026?

Yes. Shareholders ratified BDO USA, P.C. as STAAR Surgical’s independent registered public accounting firm for the fiscal year ending January 1, 2027, with 43,433,234 votes for, 237,151 against, and 10,050 abstentions, and no broker non-votes reported on this proposal.

How did STAAR Surgical shareholders vote on executive compensation in 2026?

On a non-binding advisory basis, 39,737,385 shares voted “For” the compensation of the named executive officers, 1,454,186 voted “Against,” and 82,750 abstained, with 2,406,114 broker non-votes also recorded for the executive compensation proposal.

What was the share count and quorum for STAAR Surgical’s 2026 annual meeting?

As of the April 20, 2026 record date, STAAR Surgical had 49,788,295 outstanding common shares. At the annual meeting, 43,680,435 shares were represented in person or by proxy, establishing a quorum for conducting shareholder business and voting on proposals.

Filing Exhibits & Attachments

2 documents