UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on August 4, 2025, STAAR Surgical Company (the “Company”) entered into an Agreement and Plan of Merger, dated as of August 4, 2025 (as amended, the “Merger Agreement”), by and among the Company, Alcon Research, LLC (“Alcon”) and Rascasse Merger Sub, Inc. (“Merger Sub”), pursuant to which the parties agreed that Merger Sub would merge with and into the Company, subject to the satisfaction or waiver of the conditions set forth therein. The Merger Agreement was terminated in accordance with its terms effective on January 6, 2026.
None of the Company, Alcon or Merger Sub will be required to pay any termination fee as a result of the termination of the Merger Agreement. The Company and Alcon will each bear their respective costs and expenses related to the Merger Agreement and the transactions contemplated thereby in accordance with the terms of the Merger Agreement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 6, 2026, the Company held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Merger Agreement.
As of the close of business on October 24, 2025, the record date for the Special Meeting, there were 49,365,823 shares of Company common stock, par value $0.01 per share (“Company Common Stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of 43,367,928 shares of Company Common Stock, representing approximately 87.9% of the total voting power of the issued and outstanding shares of Company Common Stock as of the record date, were present in person by remote communication or represented by proxy, constituting a quorum.
At the Special Meeting, the following proposals were considered:
| 1. | A proposal to adopt the Merger Agreement (the “Merger Proposal”). |
| 2. | A proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”). |
The final voting results tabulated by the Company’s independent Inspector of Election, First Coast Results, Inc., are set forth below.
Proposal 1: The Merger Proposal
| Votes For |
Votes Against |
Abstentions | ||
| 14,904,915 | 27,339,877 | 1,123,136 |
The Merger Proposal was not approved.
Proposal 2: The Merger-Related Compensation Proposal
| Votes For |
Votes Against |
Abstentions | ||
| 14,224,065 | 27,905,792 | 1,238,071 |
The Compensation Proposal was not approved.
No other matters were properly presented for consideration or shareholder action at the Special Meeting.
SIGNATURES
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.
| STAAR Surgical Company | ||||||
| Date: January 6, 2026 | By: | /s/ Stephen C. Farrell | ||||
| Name: | Stephen C. Farrell | |||||
| Title: | Chief Executive Officer | |||||