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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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:
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.