STAAR Surgical Company (STAA) Proxy filing summary

Executive summary

• 2025 was a year of transition, marked by leadership changes, cost reductions, and a temporary pause in China shipments to address inventory issues.

• The proposed merger with Alcon was rejected by shareholders in January 2026, leading to renewed focus on independent value creation.

• Strategic priorities for 2026 include driving revenue growth, improving profitability, and accelerating innovation, supported by expanded manufacturing and new product launches.

• Early demand for EVO+ in China exceeded expectations, and global sales of implantable lenses surpassed 4 million units.

Voting matters and shareholder proposals

• Shareholders are to elect seven director nominees for terms expiring at the 2027 annual meeting.

• Proposals include amending the equity incentive plan to add 3.9 million shares, ratifying BDO USA, P.C. as auditor, and an advisory vote on executive compensation.

• The Board recommends voting FOR all director nominees and proposals.

Board of directors and corporate governance

• The Board expanded from six to seven members in January 2026, with three new directors representing over 37% of outstanding shares.

• Six of seven directors are independent; new committees were established for capital stewardship, CEO search, and stakeholder engagement.

• The Board maintains separate CEO and Chair roles, regular self-evaluations, and updated governance guidelines.

• Stock ownership guidelines and a code of conduct were updated in 2024-2025.