Form 8-K - Current report

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): May 07, 2024

   

LENSAR, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39473	32-0125724
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2800 Discovery Drive
Orlando, Florida		32826
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 888 536-7271

   

N/A

(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 $0.01 per share	LNSR	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.

On May 7, 2024, LENSAR, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the close of business on March 11, 2024, the record date for the Annual Meeting (the “Record Date”), 11,395,245 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), were issued and outstanding, and 20,000 shares of the Company’s Series A Preferred Stock, par value $0.01 per share (“Preferred Stock”), were issued and outstanding. The holders of Preferred Stock vote together with holders of Common Stock as a single class on each proposal. As of the Record Date, the holders of Common Stock were entitled to a total of 11,395,245 votes and the holders of Preferred Stock were entitled to a total of 7,940,446 votes, representing 19,335,691 votes in the aggregate. At the Annual Meeting, stockholders entitled to a total of 17,004,638 votes, representing approximately 87.94% of the total voting power of the capital stock issued and outstanding and entitled to vote, were present or represented by proxy. Following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 25, 2024.

Proposal No. 1 – Election of two Class I directors to serve until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified.


	Votes FOR		Votes WITHHELD		Broker Non-Votes
Elizabeth G. O’Farrell		13,650,553		1,705,445		1,648,640
Gary M. Winer		13,322,586		2,033,412		1,648,640

Proposal No. 2 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.


Votes FOR		Votes AGAINST		Votes ABSTAINED		Broker Non-Votes
	16,568,106		134,822		301,710	0

Based on the foregoing votes, Elizabeth G. O’Farrell and Gary M. Winer were elected as Class I directors, and Proposal 2 was approved.

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 hereunto duly authorized.


			LENSAR, Inc.

Date:	May 13, 2024	By:	/s/ Nicholas T. Curtis
			Nicholas T. Curtis Chief Executive Officer

Document And Entity Information	May 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 07, 2024
Entity Registrant Name	LENSAR, INC.
Entity Central Index Key	0001320350
Entity Emerging Growth Company	true
Entity File Number	001-39473
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	32-0125724
Entity Address, Address Line One	2800 Discovery Drive
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32826
City Area Code	888
Local Phone Number	536-7271
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	LNSR
Security Exchange Name	NASDAQ