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8-K
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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): June 06, 2024

 

 

RxSight, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40690

94-3268801

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

100 Columbia

 

Aliso Viejo, California

 

92656

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (949) 521-7830

 

 

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

RXST

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

We held our 2024 Annual Meeting of Stockholders (“Annual Meeting”) on June 6, 2024. Of the 37,173,544 shares of our common stock outstanding as of April 8, 2024, 30,022,322 shares of common stock were represented, either by attending the virtual annual meeting or by proxy, constituting, of the shares entitled to vote, approximately 80.8% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.

 

1.
Election of Three Class III Directors. The following nominees were re-elected by the holders of our common stock to serve as our Class III directors to hold office until our 2027 annual meeting of stockholders and until their successors have been duly elected and qualified:

Nominee

 

For

 

 

Withhold

 

 

Broker Non-Votes

 

Julie B. Andrews

 

 

18,202,611

 

 

 

5,913,897

 

 

 

5,905,814

 

Robert J. Palmisano

 

 

18,202,323

 

 

 

5,914,185

 

 

 

5,905,814

 

Tamara R. Fountain, M.D.

 

 

18,195,702

 

 

 

5,920,806

 

 

 

5,905,814

 
2.
Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement based on the following results of voting:

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

22,608,292

 

 

 

1,123,950

 

 

 

395,359

 

 

 

5,894,721

 
3.
Advisory Vote on Frequency of Votes to Approve Executive Compensation. The stockholders approved, on an advisory basis, the option of “ONE YEAR” as the frequency with which stockholders are provided an advisory vote on executive compensation based on the following results of voting:

One Year

 

 

Two Years

 

 

Three Years

 

 

Abstain

 

 

Broker Non-Votes

 

 

20,463,835

 

 

 

5,400

 

 

 

1,196,918

 

 

 

2,461,448

 

 

 

5,894,721

 

In accordance with the voting results for this proposal, the Company has determined that the Company will hold future stockholder advisory votes on the compensation of the Company’s named executive officers every year. The next required advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers will take place no later than at the Company’s 2030 annual meeting of stockholders.

4.
Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified based on the following results of voting:

For

 

 

Against

 

 

Abstain

 

 

Broker Non-Votes

 

 

29,885,111

 

 

 

46,027

 

 

 

91,184

 

 

 

—

 

 

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 thereunto duly authorized.

 

 

 

RxSight, Inc.

 

 

 

 

Date:

June 6, 2024

By:

/s/ Shelley Thunen

 

 

 

Name: Shelley Thunen
Title: Chief Financial Officer