STAAR SURGICAL CO 8-K

What Happened
STAAR Surgical Company announced that the Agreement and Plan of Merger with Alcon Research, LLC and Rascasse Merger Sub, Inc., originally dated August 4, 2025, was terminated effective January 6, 2026. The termination follows a special meeting of stockholders held January 6, 2026 at which shareholders did not approve the merger or the advisory compensation proposal tied to the merger.

Key Details

• Merger Agreement originally entered August 4, 2025; terminated in accordance with its terms effective January 6, 2026.
• No termination fee is payable by STAAR, Alcon, or Merger Sub; each party will bear its own costs and expenses under the agreement.
• Record date for the special meeting: October 24, 2025. Outstanding shares entitled to vote: 49,365,823. Quorum: 43,367,928 shares present or represented (≈87.9%).
• Voting results (tabulated by First Coast Results, Inc.):
  • Merger Proposal: For 14,904,915; Against 27,339,877; Abstentions 1,123,136 — proposal not approved.
  • Compensation (advisory) Proposal: For 14,224,065; Against 27,905,792; Abstentions 1,238,071 — proposal not approved.

Why It Matters
The filing confirms the merger with Alcon will not proceed and there are no termination fees, removing the deal as a future driver of corporate strategy or value. Investors should note the clear shareholder opposition reflected in the vote totals and that STAAR and Alcon will each cover their own transaction-related costs per the agreement.