Results

LENSAR Inc.

10/21/2025 | Press release | Distributed by Public on 10/21/2025 14:30

Proxy Statement (Form 8-K)

Item 5.08 Shareholder Director Nominations

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

Item 8.01 Other Events.

LENSAR, Inc. (the "Company") announced today that the Company's 2025 annual meeting of stockholders (the "2025 Annual Meeting") has been scheduled for December 18, 2025 and is to be held virtually. All holders of record of common stock outstanding as of the close of business on October 24, 2025 will be entitled to vote at the 2025 Annual Meeting. The time and website address for the 2025 Annual Meeting will be set forth in the Company's definitive proxy statement for the 2025 Annual Meeting.

The 2025 Annual Meeting does not relate to the proposed merger transaction with Alcon Research, LLC (the "Merger") and will only take place in the event that the Merger is not completed prior to the 2025 Annual Meeting. Should the Merger be completed before the 2025 Annual Meeting, the Company will be a wholly owned subsidiary of Alcon Research, LLC and, accordingly, such 2025 Annual Meeting will not occur as set forth in the definitive proxy statement, and any director candidates or stockholder proposals submitted will not be considered by the Company's stockholders.

As the 2025 Annual Meeting is being held more than 30 days after the anniversary of the Company's 2024 annual meeting of stockholders (the "2024 Annual Meeting") under Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and by more than 60 days after the 2024 Annual Meeting under the Company's Amended and Restated Bylaws (the "Bylaws"), the Company is hereby providing notice of the below revised deadlines for qualified stockholder proposals and stockholder nominations.

In order for a stockholder proposal for the 2025 Annual Meeting to be eligible for inclusion in the Company's proxy statement pursuant to Rule 14a-8 of the Exchange Act, the Company must receive the proposal and supporting statements at its principal executive office no later than the close of business on October 31, 2025. Stockholder proposals and director nominations brought under the Company's Bylaws and which would not be included in the proxy materials for the 2025 Annual Meeting, must comply with advance notice provisions set forth in the Company's Bylaws. For any proposed business or nomination to be considered properly brought before the 2025 Annual Meeting, the Company must receive written notice of such business or nomination at its principal executive offices no later than the close of business on October 31, 2025 (which is the tenth (10th) day following the date of this Current Report on Form 8-K). Any notice of proposed business or nomination must comply with the specific requirements set forth in Rule 14a-8 and the Bylaws, as applicable.

In addition to satisfying the above requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's director nominees must provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than October 31, 2025 to the address set forth above.

Forward-Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Merger, including the expected closing timing thereof. In some cases, you can identify forward-looking statements by terms such as "aim," "anticipate," "approach," "believe," "contemplate," "could," "estimate," "expect," "goal," "intend," "look," "may," "mission," "plan," "possible," "potential," "predict," "project," "pursue," "should," "target," "will," "would," or the negative thereof and similar words and expressions.

LENSAR Inc. published this content on October 21, 2025, and is solely responsible for the information contained herein. Distributed via EDGAR on October 21, 2025 at 20:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]