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STAA > SEC Filings for STAA > Form 8-K on 11-Jun-2014All Recent SEC Filings

Show all filings for STAAR SURGICAL CO

Form 8-K for STAAR SURGICAL CO


11-Jun-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of S


Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended and Restated STAAR Surgical Company 2003 Omnibus Equity Incentive Plan

On June 9, 2014, at the annual meeting of our stockholders, our stockholders approved an amendment to the Amended and Restated STAAR Surgical Company 2003 Omnibus Equity Incentive Plan, as noted in Item 5.07 below. Their approval also served as approval for purposes of section 162(m) of the US Internal Revenue Code. The amendment to the plan increased the number of shares of our common stock that are reserved for issuance under the plan by 1.5 million shares.

A description of the material terms of the plan, including the amendments, was included in our 2014 proxy statement filed with the Securities and Exchange Commission on May 5, 2014, and the proxy statement's description of the plan and its terms are incorporated here by reference.



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

On June 9, 2014, at our annual meeting of stockholders, our stockholders
(i) elected the seven nominees listed below to serve on our board of directors;
(ii) approved the amendment of the Amended and Restated STAAR Surgical Company 2003 Omnibus Equity Incentive Plan; (iii) approved the amendment of Restated Certificate of Incorporation and Amended and Restated Bylaws; (iv) ratified the selection of BDO USA, LLP as our independent auditors for the fiscal year ending January 2, 2015; and (v) favorably voted in an advisory vote to approve the compensation of our named executive officers.

For Withheld
Item of Business No. 1: Election of the
following seven nominees to serve for a
one-year term until our annual meeting of
stockholders in 2015:

Mark Logan                                         26,708,870       147,316
Barry Caldwell                                     26,801,009        55,177

Charles Slacik                                     26,801,009        55,177
Richard A. Meier                                   26,713550        142,636

John C. Moore                                      26,709,320       146,866
Kathryn Tunstall                                   26,646,059       210,127

Caren Mason                                        26,733,518       122,668




                                                     For            Against        Abstain
Item No. 2:

Amendment of the Amended and Restated STAAR
Surgical
Company 2003 Omnibus Equity Incentive Plan         24,548,639       2,044,289       263,258












                                                     For           Against        Abstain

Item No. 3:

Amendment of the Restated Certificate of Incorporation and
Amended and Restate By laws 33,687,164 755,526 171,217

Item No. 4:

Ratification of Auditors 34,477,420 39,265 97,222

Item No. 5:

Approval, on an advisory basis, of the
compensation of STAAR's name executive
officers 26,188,058 632,674 35,454



Item 7.01. Regulation FD Disclosure.

On June 9, 2014, the Company published a press release regarding the results of our annual meeting of stockholders. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by this reference.

The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibits:   Description of Document
5.03        Restated Certificate of Incorporation.
5.03        Amended and Restated Bylaws.
10.1        Amended and Restated STAAR Surgical Company 2003 Omnibus Equity
            Incentive Plan (incorporated by reference to Appendix A of STAAR's
            Proxy Statement filed May 5, 2014).
99.1        Press release of the Company dated June 10, 2014.

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