Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Cutera, Inc. (the "Company") was held on July 15, 2024, virtually at www.virtualshareholdermeeting.com/CUTR2024. As of May 23, 2024, the record date of the Annual Meeting, 20,097,827 shares of the Company's common stock were outstanding and entitled to vote at the Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 13,187,474 shares, or 65.6%, of the Company's common stock, constituting a quorum for the transaction of business. The proposals voted upon at the meeting and the vote with respect to each such matter are as set forth below:
Proposal 1:Election of Directors.
|
Nominee
|
For
|
Against
|
Abstain
|
Broker Non-Votes*
|
Kevin J. Cameron
|
6,841,399
|
630,703
|
15,502
|
5,699,870
|
Taylor C. Harris
|
7,368,994
|
104,436
|
14,174
|
5,699,870
|
Keith J. Sullivan
|
6,809,774
|
659,837
|
17,993
|
5,699,870
|
Nicholas S. Lewin
|
7,234,242
|
235,058
|
18,304
|
5,699,870
|
Jeryl L. Hilleman
|
6,532,213
|
937,796
|
17,595
|
5,699,870
|
*Broker non-votes did not affect the outcome of this proposal.
Based on the votes set forth above, each director nominee was duly elected to serve until the 2025 Annual Meeting of Stockholders or until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation or removal.
Proposal 2: To ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
|
For
|
Against
|
Abstain
|
12,861,717
|
298,989
|
26,768
|
Based on the votes set forth above, the stockholders ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
Proposal 3: To conduct an advisory vote to approve the compensation of the Company's named executive officers.
|
For
|
Against
|
Abstain*
|
Broker Non-Votes*
|
7,077,431
|
383,913
|
26,260
|
5,699,870
|
*Broker non-votes and abstentions did not affect the outcome of this proposal.
The stockholders approved the compensation of the Company's named executive officers on an advisory vote.
Proposal 4: To approve the amendment and restatement of the Company's 2019 Equity Incentive Plan to increase the total number of shares of common stock available for issuance under the 2019 Equity Incentive Plan by 2,395,275 shares and make certain other changes.
|
For
|
Against
|
Abstain
|
Broker Non-Votes*
|
4,205,873
|
3,268,574
|
13,157
|
5,699,870
|
*Broker non-votes did not affect the outcome of this proposal.
Based on the votes set forth above, the stockholders approved the amendment and restatement of the Company's 2019 Equity Incentive Plan to increase the total shares available for issuance under the 2019 Equity Incentive Plan by 2,395,275 shares
2
Proposal 5: To approve the amendment of outstanding stock options to reduce the exercise price per share to the closing price on the date of the Annual Meeting.
|
For
|
Against
|
Abstain
|
Broker Non-Votes*
|
3,809,907
|
3,666,112
|
11,585
|
5,699,870
|
*Broker non-votes did not affect the outcome of this proposal.
Based on the votes set forth above, the stockholders approved the repricing of outstanding stock options to reduce the exercise price per share to the closing price on the date of the Annual Meeting.