Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 13, 2013


STAAR Surgical Company
(Exact name of registrant as specified in its charter)


(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)


1911 Walker Ave, Monrovia, California
(Address of principal executive offices)
(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 13, 2013. 36,740,713 shares of common stock were outstanding on the record date for the Annual Meeting (March 15, 2013) and entitled to vote at the Annual Meeting. The voting was as follows:


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


Number of Shares
For Withheld
Don Bailey 23,767,615  346,992  
Barry Caldwell 23,767,705 346,902
Charles Slacik 23,953,784 160,823  
Mark B. Logan 23,583,176 531,431  
Richard A. Meier 23,600,576 514,031  
John C. Moore 23,583,551 531,056  


2.To approve amendments of the Amended and Restated STAAR Surgical Company 2003 Omnibus Equity Incentive Plan.


Number of Shares
For Against Abstain
18,821,249 5,277,549 15,809



3.To ratify the selection of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending December 27, 2013.


Number of Shares
For Against Abstain
 33,670,679 55,956 74,996


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


Number of Shares
For Against Abstain Broker Non-Votes
23,151,634 943,119 19,854 9,687,024


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year


On May 13, 2013, the Board of Directors amended the Company’s Bylaws to conform with current corporate practice and current Delaware corporate laws.





Exhibit Index

Exhibit No.   Description
5.03   Amended and Restated Bylaws.




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 14, 2013 STAAR Surgical Company
  By: /s/ Barry Caldwell
    Barry Caldwell
    President and Chief Executive Officer