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

Date of Report (Date of Earliest Event Reported): May 14, 2012


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 14, 2012. 36,311,884 shares of common stock were outstanding on the record date for the Annual Meeting (March 16, 2012) 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   Broker Non-Votes 
Don Bailey   21,573,030    36,339    11,185,291 
Barry Caldwell   21,543,060    66,309    11,185,291 
Donald Duffy   21,551,827    57,542    11,185,291 
Mark B. Logan   21,465,204    144,165    11,185,291 
Richard A. Meier   21,467,404    141,965    11,185,291 
John C. Moore   21,437,474    171,895    11,185,291 



2.To ratify the selection of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending December 28, 2012.


Number of Shares 
 For    Against    Abstain 
 32,771,964    11,687    9,759 


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


Number of Shares 
 For    Against    Abstain    Broker Non-Votes 
 21,116,226    476,618    15,275    11,185,291 


Item 8.01 Other Events.


At the annual meeting of the stockholders of the Company on May 14, 2012, the Company’s President and Chief Executive Officer, Barry Caldwell, made an informational presentation to stockholders in attendance. A copy of the slides Mr. Caldwell used with his presentation is furnished as Exhibit 99.1 to this Report, and is incorporated herein by this reference.


Exhibit Index

Exhibit No.   Description
99.1   Slide Presentation dated May 14, 2012.







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 15, 2012  STAAR Surgical Company
  By: /s/ Barry Caldwell
    Barry Caldwell
    President and Chief Executive Officer