Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 17, 2023, the Board of Directors of Cutera, Inc. (the “Company”) adopted the Cutera, Inc. 2023 Inducement Equity Incentive Plan (the “Inducement Plan”) and, subject to the adjustment provisions of the Inducement Plan, reserved 2,500,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan.
The Inducement Plan was adopted without stockholder approval pursuant to the applicable Nasdaq Listing Rules. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, and performance awards, and its terms are substantially similar to the Cutera, Inc. 2019 Equity Incentive Plan (the “2019 Plan”), including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the NASDAQ inducement award exception or to comply with the NASDAQ acquisition and merger exception.
In accordance with the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company, or, to the extent permitted by the Nasdaq Listing Rules, in connection with a merger or acquisition.
A copy of the Inducement Plan and related form agreements under the Inducement Plan are attached as Exhibit 10.1 hereto and incorporated by reference herein. The above description of the Inducement Plan does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on July 13, 2023, virtually at www.virtualshareholdermeeting.com/CUTR2023. As of May 18, 2023, the record date of the Annual Meeting, 19,890,269 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 16,436,345 shares, or 82.6%, 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.
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| Nominee |
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For |
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Against |
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Abstain* |
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Broker
Non-Votes* |
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| Sheila A. Hopkins |
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9,837,735 |
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3,693,025 |
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9,858 |
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2,895,727 |
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| Juliane T. Park |
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9,815,619 |
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3,719,984 |
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5,015 |
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2,895,727 |
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| Janet D. Widmann |
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9,691,256 |
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3,844,396 |
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4,966 |
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2,895,727 |
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| Taylor C. Harris |
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12,211,783 |
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1,306,726 |
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22,109 |
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2,895,727 |
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| Kevin J. Cameron |
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12,212,216 |
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1,306,394 |
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22,008 |
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2,895,727 |
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| Nicholas S. Lewin |
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12,210,124 |
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1,308,485 |
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22,009 |
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2,895,727 |
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| Keith J. Sullivan |
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11,068,454 |
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2,450,155 |
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22,009 |
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2,895,727 |
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Broker non-votes and abstentions 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 2024 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.
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