Cutera Inc.

18/07/2024 | Press release | Distributed by Public on 19/07/2024 03:12

Submission of Matters to a Vote of Security Holders Form 8 K

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
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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.