STAAR Surgical (NASDAQ: STAA) shareholders reject Alcon merger and pay no breakup fee

Rhea-AI Filing Summary

STAAR Surgical Company reported that its planned merger with Alcon Research, LLC has been terminated in accordance with the merger agreement, effective January 6, 2026. No termination fee will be paid by STAAR, Alcon, or the merger subsidiary, and each party will cover its own costs and expenses related to the proposed transaction.

On the same date, STAAR held a special stockholder meeting to vote on proposals related to the merger. Of 49,365,823 shares of common stock outstanding as of the October 24, 2025 record date, 43,367,928 shares, or about 87.9% of the voting power, were represented, establishing a quorum. Stockholders did not approve the merger proposal, with 14,904,915 votes for, 27,339,877 against, and 1,123,136 abstentions, and also did not approve the merger-related compensation proposal, with 14,224,065 votes for, 27,905,792 against, and 1,238,071 abstentions.

Positive

• None.

Negative

• Merger with Alcon terminated after failure to gain stockholder approval, leaving STAAR independent and without the anticipated combination benefits from the previously agreed transaction.

Insights

M&A and corporate governance analyst

Planned merger with Alcon was terminated after shareholders voted it down.

STAAR Surgical Company had agreed on a merger with Alcon Research, LLC, but the agreement was terminated effective January 6, 2026 in line with its terms. A key point is that none of STAAR, Alcon, or the merger subsidiary owes a termination fee, and each party will bear its own merger-related costs and expenses, limiting direct cash outflows tied specifically to a breakup fee.

At the special stockholder meeting on January 6, 2026, turnout was high: 43,367,928 shares were represented, about 87.9% of the 49,365,823 shares outstanding as of the October 24, 2025 record date. Despite this strong participation, shareholders did not approve the merger proposal, which received 14,904,915 votes for and 27,339,877 against, nor the merger-related compensation proposal, which also failed. This outcome leaves STAAR as an independent company rather than combining with Alcon, and the absence of other matters at the meeting underscores that the vote was focused on this transaction.

STAAR SURGICAL CO false 0000718937 0000718937 2026-01-06 2026-01-06

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): January 6, 2026

STAAR Surgical Company

(Exact name of registrant as specified in its charter)

Delaware		0-11634		95-3797439
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number )

25510 Commercentre Drive Lake Forest, California		92630
(Address of principal executive offices)		(Zip Code)

626-303-7902

(Registrant’s telephone number, including area code)

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 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		STAA		NASDAQ

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 1.02. Termination of a Material Definitive Agreement.

As previously disclosed, on August 4, 2025, STAAR Surgical Company (the “Company”) entered into an Agreement and Plan of Merger, dated as of August 4, 2025 (as amended, the “Merger Agreement”), by and among the Company, Alcon Research, LLC (“Alcon”) and Rascasse Merger Sub, Inc. (“Merger Sub”), pursuant to which the parties agreed that Merger Sub would merge with and into the Company, subject to the satisfaction or waiver of the conditions set forth therein. The Merger Agreement was terminated in accordance with its terms effective on January 6, 2026.

None of the Company, Alcon or Merger Sub will be required to pay any termination fee as a result of the termination of the Merger Agreement. The Company and Alcon will each bear their respective costs and expenses related to the Merger Agreement and the transactions contemplated thereby in accordance with the terms of the Merger Agreement.

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

On January 6, 2026, the Company held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Merger Agreement.

As of the close of business on October 24, 2025, the record date for the Special Meeting, there were 49,365,823 shares of Company common stock, par value $0.01 per share (“Company Common Stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 43,367,928 shares of Company Common Stock, representing approximately 87.9% of the total voting power of the issued and outstanding shares of Company Common Stock as of the record date, were present in person by remote communication or represented by proxy, constituting a quorum.

At the Special Meeting, the following proposals were considered:

1. A proposal to adopt the Merger Agreement (the “Merger Proposal”).

2. A proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).

The final voting results tabulated by the Company’s independent Inspector of Election, First Coast Results, Inc., are set forth below.

Proposal 1: The Merger Proposal

Votes For		Votes Against		Abstentions
14,904,915		27,339,877		1,123,136

The Merger Proposal was not approved.

Proposal 2: The Merger-Related Compensation Proposal

Votes For		Votes Against		Abstentions
14,224,065		27,905,792		1,238,071

The Compensation Proposal was not approved.

No other matters were properly presented for consideration or shareholder action at the Special Meeting.

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.

				STAAR Surgical Company
Date: January 6, 2026				By:		/s/ Stephen C. Farrell
				Name:		Stephen C. Farrell
				Title:		Chief Executive Officer

FAQ

What did STAAR Surgical Company (STAA) disclose about its merger with Alcon?

STAAR Surgical Company disclosed that its Agreement and Plan of Merger with Alcon Research, LLC and Rascasse Merger Sub, Inc., originally signed on August 4, 2025, was terminated effective January 6, 2026, in accordance with its terms.

Is STAAR Surgical Company paying a termination fee for the cancelled Alcon merger?

No termination fee will be paid by STAAR Surgical Company, Alcon Research, LLC, or the merger subsidiary as a result of the termination of the merger agreement; each party will bear its own related costs and expenses.

How many STAAR Surgical (STAA) shares were eligible and represented at the special meeting?

As of the October 24, 2025 record date, 49,365,823 shares of STAAR Surgical common stock were outstanding and entitled to vote, and 43,367,928 shares, representing approximately 87.9% of the total voting power, were present or represented by proxy at the special meeting.

How did STAAR Surgical stockholders vote on the merger proposal with Alcon?

For the merger proposal, stockholders cast 14,904,915 votes for, 27,339,877 votes against, and 1,123,136 abstentions, so the merger proposal was not approved.

What were the voting results on STAAR Surgical’s merger-related compensation proposal?

For the merger-related compensation proposal, stockholders cast 14,224,065 votes for, 27,905,792 votes against, and 1,238,071 abstentions, and the proposal was not approved.

Were any other matters voted on at STAAR Surgical’s January 6, 2026 special meeting?

No other matters were properly presented for consideration or shareholder action at the special meeting beyond the merger proposal and the merger-related compensation proposal.