STAAR Surgical Company (STAA) Proxy Filing summary

Executive summary

• Stockholders are asked to vote on a merger agreement with Alcon Inc., offering $30.75 per share in cash, a 74% premium to the 90-day VWAP as of August 4, 2025.

• The special meeting to vote on the merger is scheduled for December 19, 2025, with a record date of October 24, 2025.

• Broadwood Partners, owning over 30% of shares, opposes the merger and has threatened a proxy contest to gain board influence.

• The board recommends voting in favor of the Alcon transaction, citing certainty and immediate cash value.

Voting matters and shareholder proposals

• The primary voting matter is approval of the amended merger agreement with Alcon Inc.

• Stockholders are urged to vote using the WHITE proxy card.

• No alternative acquisition proposals were received during the go-shop period.

Board of directors and corporate governance

• Broadwood Partners has sought to remove three of six directors to increase its influence without paying a control premium.

• The board has responded to all credible acquisition inquiries and provided opportunities for proposals.