UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported):  May 28, 2011
 
STAAR Surgical Company
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
0-11634
(Commission File Number)
95-3797439
(I.R.S. Employer
Identification No.)

1911 Walker Ave, Monrovia, California
(Address of principal executive offices)
  
91016
(Zip Code)

Not Applicable
Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 

Item 5.07
Submission of Matters to a Vote of Security Holders
 
The annual meeting of the stockholders of the Company (the “Annual Meeting”) was held on May 28, 2011. 35,495,592 shares of common stock were outstanding on the record date for the Annual Meeting (March 29, 2011) and entitled to vote at the Annual Meeting. The voting was as follows:

1.
To elect seven directors to serve until the next annual meeting of stockholders.

   
Number of Shares
  
   
For
    
Withheld
    
Broker Non-Votes
  
Don Bailey
   25,749,120     659,947     5,867,339  
Barry Caldwell
   26,290,536     118,531     5,867,339  
Donald Duffy
   26,229,768     179,299     5,867,339  
Mark B. Logan
   26,287,026     122,041     5,867,339  
Richard A. Meier
   26,210,940     198,127     5,867,339  
John C. Moore
   26,140,540     268,527     5,867,339  
David Morrison
   17,330,284     9,078,783     5,867,339  

2.
To ratify the selection of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending December 30, 2011.

Number of Shares
  
For
    
Against
    
Abstain
  
32,118,731     113,160     44,515  

3.
Approval of the non-binding advisory proposal regarding executive compensation.

Number of Shares
  
For
    
Against
    
Abstain
    
Broker Non-Votes
  
25,923,645     318,642     166,780     5,867,339  

4.
The non-binding advisory proposal regarding the frequency of future advisory votes on executive compensation.

     
Number of Shares
  
1 Year
    
2 Years
    
3 Years
    
Abstain
    
Broker Non-Votes
  
14,880,738     7,305,773     4,183,619     38,937     5,867,339  

In light of the advisory vote of the stockholders on the frequency of future advisory votes on executive compensation, the Company has determined that it will include an advisory vote on executive compensation in the proxy statement for each future annual meeting of the stockholders.

 
 
 

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.
 
May 31, 2011
 STAAR Surgical Company
   
  By:
/s/ Barry Caldwell
   
Barry Caldwell
President and Chief Executive Officer