Broadwood challenges Alcon deal as STAAR Surgical (STAA) faces high-stakes proxy fight

Rhea-AI Filing Summary

Broadwood Partners and its affiliates are waging a proxy fight over STAAR Surgical’s proposed sale to Alcon. Broadwood, which holds 27.5% of STAAR’s common stock, has filed additional proxy materials including a press release and campaign website to urge shareholders to use its GREEN proxy card to vote “AGAINST” the Alcon acquisition at the Special Meeting scheduled for October 23, 2025.

Broadwood’s materials criticize the transaction’s timing, process and price and highlight that all three proxy advisors reportedly recommended against the deal. The group also plans a separate special meeting where it intends to seek removal of board members, arguing the board can independently run any future sale or strategic alternatives process.

Insights

Corporate governance and M&A analyst

STAAR faces a significant shareholder-led challenge to the Alcon deal and current board.

Broadwood and affiliated participants are mounting an organized proxy campaign against Alcon’s proposed acquisition of STAAR Surgical. With a disclosed stake of 27.5% of outstanding common stock, Broadwood is urging shareholders to vote on its GREEN proxy card against the transaction at the Special Meeting on October 23, 2025.

The materials describe strong shareholder and proxy-advisor opposition to the deal’s timing, process and price, though those characterizations reflect Broadwood’s views. Broadwood also signals it will call a separate special meeting focused on removing board members, indicating a broader challenge to current governance beyond this single transaction.

For investors, this sets up two potential decision points: the upcoming Special Meeting on the Alcon deal and a later, separate meeting on board composition. The eventual outcomes will shape whether STAAR remains independent, pursues an alternative sale process, or revisits strategic options under potentially different board leadership.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.        )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☒ Soliciting Material under §240.14a-12

STAAR Surgical Company

(Name of Registrant as Specified In Its Charter)

Broadwood Partners, L.P.

Broadwood Capital, Inc.

Neal C. Bradsher

Richard T. LeBuhn

Natalie R. Capasso

Raymond A. Myers

Jason J. Martin

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

On November 4, 2025, Broadwood Partners, L.P., collectively with its affiliates, issued a press release, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference, and updated its website, www.LetSTAARShine.com, a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference. 

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Special Meeting of Stockholders Scheduled for October 23, 2025

Broadwood Partners, L.P., Broadwood Capital, Inc., Neal C. Bradsher, Richard T. LeBuhn, Natalie R. Capasso, Raymond A. Myers and Jason J. Martin (collectively, the “Participants”) are participants in the solicitation of proxies from the stockholders of STAAR Surgical Company (the “Company”) in connection with the special meeting of stockholders scheduled for October 23, 2025 (including any adjournments, postponements, reschedulings or continuations thereof, the “Special Meeting”). The Participants have filed a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and accompanying GREEN Proxy Card to be used in connection with any such solicitation of proxies from the Company’s stockholders for the Special Meeting. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE SPECIAL MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The Definitive Proxy Statement and accompanying GREEN Proxy Card have been furnished to some or all of Company’s stockholders and will be, along with other relevant documents, available at no charge on the SEC’s website at https://www.sec.gov/.

Special Meeting of Stockholders to Remove Members of the Board

The Participants also intend to file a definitive proxy statement and an accompanying GREEN Proxy Card with the SEC to be used to solicit proxies with respect to removing members of the Board and any other proposals that may come before a future and yet to be called or otherwise scheduled special meeting of stockholders (including any adjournments, postponements, reschedulings or continuations thereof, the “Stockholder Meeting”). The Stockholder Meeting will be separate, distinct and unrelated to the Special Meeting, and the Participants believe that the Stockholder Meeting will have no effect on the outcome of the Special Meeting. The Participants do not believe that there is any lawful reason that would prevent or prohibit the Participants from calling the Stockholder Meeting, regardless of the outcome of the stockholder vote at the Special Meeting, and do not make any representation related to whether the Company may contest, or otherwise challenge, the Participants’ ability to call the Stockholder Meeting. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE STOCKHOLDER MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The definitive proxy statement and an accompanying GREEN Proxy Card will be furnished to some or all of the Company’s stockholders and will be, along with other relevant documents, available at no charge on the SEC’s website at https://www.sec.gov/.

Information about the Participants and a description of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants with the SEC on October 24, 2025 and is available here.

Exhibit 1

Broadwood Partners Condemns Alcon’s Fallacious Attacks on STAAR Surgical and Its Prospects

Reminds STAAR’s Board That It Does Not Need Alcon’s Permission to Remain Independent or Run a Proper Strategic Alternatives Process

NEW YORK--(BUSINESS WIRE)--Broadwood Partners, L.P. and its affiliates (“Broadwood” or “we”) today commented on the investor presentation issued by Alcon Inc. (“Alcon”) (NYSE: ALC) regarding its proposed acquisition of STAAR Surgical Company (“STAAR” or the “Company”) (NASDAQ: STAA). Broadwood, which owns 27.5% of STAAR’s outstanding common stock, continues to urge its fellow shareholders to vote on its GREEN Proxy Card “AGAINST” the proposed transaction.

Neal C. Bradsher, Broadwood Founder and President, said:

“Today’s press release and presentation from Alcon, which required STAAR’s approval, is disappointingly replete with fallacious arguments and baseless claims, all in service of preserving Alcon’s privileged but misbegotten position as STAAR’s chosen acquirer. We are dismayed that the STAAR Board, despite its fiduciary duty to STAAR shareholders, would sanction the publication of such misleading statements regarding STAAR’s own business prospects and the integrity and results of two of its largest shareholders.

Given the overwhelmingly negative reaction of STAAR shareholders (and all three proxy advisors) to the timing, process and price of the proposed Alcon transaction, there is no reason for the Board of Directors to take direction from Alcon. There is no justification for prolonging this process, and the distraction and damage to STAAR’s business it creates, for Alcon’s benefit. Shareholders should be allowed to reject this transaction, as they were poised to do before the Board first adjourned, and then further postponed, the Special Meeting. After this deal is rightly rejected, the Board will have complete freedom to decide when and how, if at all, to conduct a sale process; the Board therefore does not need Alcon’s permission to run a ‘go-shop’ and should not further delay the vote.

Lacking facts on their side and good arguments on the merits, Alcon and STAAR have taken instead to ad hominem attacks. Needless to say, Alcon and STAAR have grossly misrepresented our track record in specific investments and overall, while ignoring our numerous successes: $1 million invested with Broadwood at the beginning of 2000 is now worth more than $47 million. If Alcon had generated annualized shareholder returns since its spinout in 2019 on par with our record, then Alcon’s stock would be trading at more than $150 per share, instead of $75. Perhaps then Alcon would have the mandate from its own shareholders to pay a fair price for STAAR.

We continue to caution the STAAR Board against taking any substantive or procedural steps with respect to this transaction without the input and alignment of STAAR’s shareholders.”

Shareholders can learn more at www.LetSTAARShine.com.

About Broadwood

Broadwood Partners, L.P. is managed by Broadwood Capital, Inc. Broadwood Capital is a private investment firm based in New York City. Neal C. Bradsher is the President of Broadwood Capital.

Special Meeting of Shareholders Scheduled for October 23, 2025

Broadwood Partners, L.P., Broadwood Capital, Inc., Neal C. Bradsher, Richard T. LeBuhn, Natalie R. Capasso, Raymond A. Myers and Jason J. Martin (collectively, the “Participants”) are participants in the solicitation of proxies from the shareholders of STAAR in connection with the special meeting of shareholders scheduled for October 23, 2025 (including any adjournments, postponements, reschedulings or continuations thereof, the “Special Meeting”). The Participants have filed a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and accompanying GREEN Proxy Card to be used in connection with any such solicitation of proxies from the Company’s shareholders for the Special Meeting. SHAREHOLDERS OF STAAR ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE SPECIAL MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The Definitive Proxy Statement and accompanying GREEN Proxy Card have been furnished to some or all of STAAR’s shareholders and will be, along with other relevant documents, available at no charge on the SEC’s website at https://www.sec.gov/.

Special Meeting of Shareholders to Remove Members of the Board

The Participants also intend to file a definitive proxy statement and an accompanying GREEN Proxy Card with the SEC to be used to solicit proxies with respect to removing members of the Board and any other proposals that may come before a future and yet to be called or otherwise scheduled special meeting of shareholders (including any adjournments, postponements, reschedulings or continuations thereof, the “Shareholder Meeting”). The Shareholder Meeting will be separate, distinct and unrelated to the Special Meeting, and the Participants believe that the Shareholder Meeting will have no effect on the outcome of the Special Meeting. The Participants do not believe that there is any lawful reason that would prevent or prohibit the Participants from calling the Shareholder Meeting, regardless of the outcome of the shareholder vote at the Special Meeting, and do not make any representation related to whether the Company may contest, or otherwise challenge, the Participants’ ability to call the Shareholder Meeting. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE SHAREHOLDER MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The definitive proxy statement and an accompanying GREEN Proxy Card will be furnished to some or all of the Company’s shareholders and will be, along with other relevant documents, available at no charge on the SEC’s website at https://www.sec.gov/.

Information about the Participants and a description of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants with the SEC on October 22, 2025 and is available here.

Contacts

Investor Contacts
John Ferguson / Joseph Mills
Saratoga Proxy Consulting LLC
jferguson@saratogaproxy.com
jmills@saratogaproxy.com
(212) 257-1311
(888) 368-0379

Media Contacts
Scott Deveau / Jeremy Jacobs
August Strategic Communications
Broadwood@AugustCo.com
(323) 892-5562

Exhibit 2

FAQ

What is Broadwood Partners seeking in its STAAR Surgical (STAA) proxy campaign?

Broadwood Partners is asking STAAR Surgical shareholders to use its GREEN proxy card to vote against Alcon’s proposed acquisition at the Special Meeting on October 23, 2025. Broadwood also plans a separate special meeting focused on removing certain board members and influencing any future sale process.

How large is Broadwood Partners’ stake in STAAR Surgical (STAA)?

Broadwood Partners states that it owns 27.5% of STAAR Surgical’s outstanding common stock. This sizable position gives Broadwood significant influence in the proxy contest, particularly as it works to rally other shareholders to oppose the Alcon transaction and potentially reshape STAAR’s board.

What is the purpose of the October 23, 2025 Special Meeting for STAAR Surgical (STAA)?

The October 23, 2025 Special Meeting is being held for STAAR shareholders to vote on Alcon’s proposed acquisition of the company. Broadwood’s proxy materials urge shareholders to vote “AGAINST” the transaction using its GREEN proxy card, arguing concerns with the deal’s timing, process and price.

What additional special meeting do Broadwood and its group plan for STAAR Surgical (STAA)?

Broadwood and its fellow participants indicate they intend to call a separate special meeting of shareholders to seek removal of members of STAAR’s board and consider other proposals. They emphasize this second meeting is distinct from the October 23, 2025 Special Meeting on the Alcon acquisition.

What is Broadwood’s main argument against Alcon’s proposed acquisition of STAAR Surgical (STAA)?

Broadwood’s press release characterizes Alcon’s materials as relying on weak arguments and criticizes the deal’s timing, process and price. It contends shareholders should be allowed to reject the transaction and that STAAR’s board can later decide whether and how to run any broader strategic alternatives or sale process.

What is the significance of the GREEN proxy card mentioned in the STAAR Surgical (STAA) materials?

The GREEN proxy card is Broadwood’s voting card for STAAR shareholders in this proxy contest. Using it allows shareholders to support Broadwood’s recommendations, including voting against the Alcon transaction at the October 23, 2025 Special Meeting and, in the future, potentially backing board changes at a separate shareholder meeting.