STAAR SURGICAL CO 8-K

What Happened

• STAAR Surgical Company announced that at its June 18, 2026 Annual Meeting of Shareholders, voters approved Amendment No. 2 to the company’s Amended and Restated Omnibus Equity Incentive Plan, increasing the shares reserved under the plan by 3,900,000. The company filed the amendment with this Form 8-K.
• Shareholders also elected seven directors to one-year terms, ratified BDO USA, P.C. as the independent auditor for the fiscal year ending Jan 1, 2027, and cast a non-binding advisory vote on executive compensation.

Key Details

• Record and meeting: 49,788,295 shares outstanding as of the April 20, 2026 record date; quorum of 43,680,435 shares represented at the meeting (in person or by proxy).
• Equity plan vote: 40,231,475 votes FOR Amendment No. 2; 974,989 AGAINST; 67,857 ABSTAIN; 2,406,114 broker non-votes. Amendment increases plan reserve by 3,900,000 shares.
• Director elections: Seven directors elected; vote tallies (For/Withheld) included Neal C. Bradsher 40,776,719 / 497,602 and Lilian Y. Zhou 40,488,276 / 786,045 (complete tallies reported in the proxy).
• Auditor and pay vote: BDO USA, P.C. ratified as auditor (43,433,234 FOR); advisory approval of named executive officer compensation received 39,737,385 FOR and 1,454,186 AGAINST.

Why It Matters

• The approved 3.9M-share increase expands the pool of shares available for employee and executive equity awards, which can affect share dilution over time and is a common tool for compensation and retention.
• Re-election of the board and ratification of the auditor maintain continuity in governance and financial oversight. The advisory pay vote outcome signals overall shareholder support for the company’s executive compensation approach, though a measurable dissent (over 1.45M votes AGAINST) was recorded.
• Investors should note the vote counts and plan increase when assessing potential dilution and governance stability; the full plan amendment text is filed with the 8-K for reference.