UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2
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CUTERA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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SUPPLEMENT TO PROXY STATEMENT
FOR 2019 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
June 14, 2019
at
9:00 A.M. Pacific Time
YOUR VOTE IS IMPORTANT. Please vote by using the telephone or Internet voting options described in your
PROXY CARD or, if the Proxy Statement and a proxy card were mailed to you, PLEASE SIGN, DATE AND RETURN YOUR PROXY AS PROMPTLY AS POSSIBLE.
On April 30, 2019, Cutera, Inc. (the Company) filed its Proxy Statement (the Proxy Statement) with the Securities
and Exchange Commission (the SEC) relating to the 2019 Annual Meeting of Stockholders of the Company (the 2019 Annual Meeting) to be held at the Companys principal executive offices located at 3240 Bayshore Blvd.,
Brisbane, California 94005 on June 14, 2019, at 9:00 a.m. Pacific Time. Stockholders of record at the close of business on April 23, 2019 are entitled to notice of, and to vote at, the 2019 Annual Meeting and at any postponement or
adjournment thereof. Capitalized terms used in this Supplement to the Proxy Statement (this Supplement) and not otherwise defined have the meaning given to them in the Proxy Statement.
This Supplement amends Proposal 4 of the Proxy Statement (Approval of Our 2019 Equity Incentive Plan) to (i) revise the total number of
shares of the Companys common stock authorized and available for issuance with respect to awards granted under the Amended and Restated Plan by decreasing the previously-proposed additional 1,400,000 shares of common stock to 700,000 shares of
common stock, and (ii) include a minimum
one-year
vesting period with respect to awards under the Amended and Restated Plan.
This Supplement also provides additional disclosures regarding the Boards adoption of Amended and Restated Stock Ownership Guidelines
and a Clawback Policy with respect to certain compensation received by the Companys Named Executive Officers.
THIS SUPPLEMENT SHOULD BE READ IN
CONJUNCTION WITH THE PROXY STATEMENT.
Supplemental Disclosure Regarding Proposal 4
Proposal 4 in the Proxy Statement requests that the Companys stockholders approve the Amended and Restated Plan. On June 11, 2019,
the Board approved a revision to the Amended and Restated Plan to decrease the additional number of shares of the Companys common stock authorized and available for issuance under the Amended and Restated Plan from 1,400,000 shares to 700,000
shares (in each case, in addition to the 9,701,192 shares provided for under the 2004 Amended and Restated Equity Incentive Plan), subject to adjustments as described in the Amended and Restated Plan. This represents a decrease of 700,000 additional
shares of common stock authorized for issuance under the Amended and Restated Plan.
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Accordingly, Section 3(a) of the Amended and Restated Plan, included as Appendix A to
the Proxy Statement, has been amended to read as follows:
Subject to the provisions of Section 17 of the Plan, as of
[
●
], 2019, the maximum aggregate number of shares of common stock that may be awarded and sold under the Plan was [
●
], of which [
●
] shares remained available for future awards.
The decrease in the number of additional shares of common stock authorized and available for issuance with respect to awards under
the Amended and Restated Plan will reduce the potential dilutive impact of the Amended and Restated Plan on the Companys stockholders, as compared to the original Proposal 4.
On June 11, 2019, the Board also approved a revision to the Amended and Restated Plan to include a minimum
one-year
vesting period with respect to awards under the Amended and Restated Plan, subject to certain customary exceptions. Accordingly, the Amended and Restated Plan, included as Appendix A to the Proxy
Statement, has been amended to add Section 5(b), which reads as follows:
Except as provided below, all Awards granted on or
after [
●
], 2019 that are designated to be settled in Shares shall be subject to the following minimum vesting requirements. All such time-based Awards shall vest over a period of at least one year from the date the Award was
granted. All such performance-based Awards shall vest over a Performance Period of not less than one year, which may include the Fiscal Year during which the Award is granted. The foregoing minimum vesting requirements shall not apply: (i) with
respect to 5% of the Shares which remain available for future awards as set forth in Section 3(a) (such 5% being the
Carve-Out
Exception), and (ii) to the vesting of an Award that is
accelerated as a result of a Participants death or Disability, a Change in Control under terms consistent with this Plan or the Administrators exercise of discretion in accordance with the terms of this Plan. To the extent
Section 3(a) is amended to increase the number of Shares reserved therein, then 5% of the Shares subject to such increase shall be added to, and increase, the number of Shares subject to the
Carve-Out
Exception.
The minimum
one-year
vesting period will limit the Administrators
ability to grant awards under the Amended and Restated Plan that vest sooner than the end of the
one-year
period, except with respect to 5% of shares that remain available for future awards or in the event a
Participants death or Disability, a Change of Control or the Administrators exercise of discretion in accordance with the terms of the Amended and Restated Plan.
Additionally, the Amended and Restated Plan, included as Appendix A to the Proxy Statement, has been amended to add Section 23(c), which
clarifies that any awards granted under the Amended and Restated Plan are subject to the Companys Amended and Restated Stock Ownership Guidelines and Clawback Policy, as described in further detail below. Accordingly, the Amended and Restated
Plan, included as Appendix A to the Proxy Statement, has been amended to add Section 23(c), which reads as follows:
Any
Shares received by a Participant pursuant to an Award granted on or after [
●
], 2019, shall, to the extent applicable, be subject to the terms of the Companys Stock Ownership Guidelines, as amended. Further, any amounts,
whether in cash or Shares, received by a Participant pursuant to an Award granted on or after [
●
], 2019 shall, to the extent applicable, be subject to a right of recoupment by the Company under the terms of the Companys
Clawback Policy adopted by the Board and as further amended from time to time hereafter.
Except as described above under this
Supplemental Disclosure Regarding Proposal 4, the Amended and Restated Plan and the descriptions thereof contained in the Proxy Statement remain unchanged.
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Supplemental Disclosure Regarding Amended and Restated Stock Ownership Guidelines
On June 11, 2019, the Board adopted Amended and Restated Stock Ownership Guidelines, which amended and restated the Companys Stock
Ownership Guidelines adopted on July 28, 2017 in their entirety, to require all officers (as defined by Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) to hold at least 50% of any shares received pursuant to stock options,
stock appreciation rights, vested RSAs, RSUs, performance shares or performance units (net of taxes) for a minimum of one year following vesting and delivery. Accordingly, the first paragraph in the section of the Proxy Statement titled
Corporate Governance and Board Matters Stock Ownership Guidelines on page 17 is amended and restated in its entirety to read as follows:
To enhance our overall corporate governance practices and director compensation program, our Board adopted Stock Ownership Guidelines
on July
28, 2017, which were amended and restated in their entirety by Amended and Restated Stock Ownership Guidelines adopted on June
11, 2019. The Amended and Restated Stock Ownership Guidelines are applicable to
our
non-employee
directors, as well as certain members of our senior management. These guidelines are designed to align our
non-employee
directors interests with
our stockholders long-term interests by promoting long-term ownership of Cutera common stock. Our
non-employee
Directors are required to own the lesser of either (i) 5,200 shares of the Companys
common stock, or (ii)
a number of shares of the Companys common stock equal in value to at least three times the directors annual compensation for Board membership (however paid, and exclusive of Committee membership
compensation). Each Director has five years from the later of the date of his or her initial election to the Board or July
28, 2017 to attain the required level of ownership. Once attained, the level of ownership must be
maintained.
Additionally, the first paragraph in the section of the Proxy Statement titled Compensation Discussion and
Analysis Stock Ownership Guidelines on page 49 is amended and restated in its entirety to read as follows:
To
enhance our overall corporate governance practices and executive compensation program, our Board adopted Stock Ownership Guidelines on July
28, 2017 for our officers (as defined by Rule 16a-1(f) of the Securities Exchange Act of
1934, as amended) (Executives). The Stock Ownership Guidelines were amended and restated in their entirety by Amended and Restated Stock Ownership Guidelines adopted on June
11, 2019, which the Compensation Committee
intends to review annually. These guidelines are designed to align our executive officers interests with our stockholders long-term interests by promoting long-term ownership of our common stock, which our Board believes reduces the
incentive for excessive short-term risk taking. These guidelines provide that our Chief Executive Officer and our other Executives must hold shares of our common stock having a value not less than three times and one time, respectively, of their
annual salary. Each Executive has five years from the date of his or her appointment, or if an Executive at the time of the adoption of the Stock Ownership Guidelines, four years from the adoption of the Stock Ownership Guidelines (July 28, 2017),
to attain such level of ownership. Additionally, our Executives must hold at least 50% of any shares received pursuant to stock options, stock appreciation rights, vested restricted stock awards, restricted stock units, performance shares or
performance units (net of taxes) for a minimum of one year following vesting and delivery
.
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Supplemental Disclosure Regarding Clawback Policy
On June 11, 2019, the Board adopted a Clawback Policy to permit recovery of certain compensation paid to Named Executive Officers of the
Company if the Compensation Committee determines that a Named Executive Officer (i) has violated law, the Companys Code of Business Conduct and Ethics, or any significant ethics or compliance policies, and (ii) such conduct results
in material financial or reputational harm, or results in a need for a restatement of the Companys consolidated financial statements. Accordingly, the section of the Proxy Statement titled Compensation Discussion and Analysis is
amended to include the following paragraph:
Clawback Policy.
Our Clawback Policy, which covers all Named Executive Officers, allows for recovery of performance-based compensation if a Named Executive
Officers intentional misconduct:
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violates the law, our Code of Business Conduct and Ethics, or any significant ethics or compliance policy; and
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results in material financial or reputational harm, or results in a need for a restatement of our consolidated
financial statements.
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The compensation elements that are subject to recovery under this policy include:
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All amounts paid under the Management Bonus Program; and
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All awards under the 2019 Equity Incentive Plan and any successor equity incentive plans, whether exercised,
vested, unvested, or deferred.
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All recoveries are determined in the sole discretion of the Compensation
Committee.
The Board of Directors continues to recommend unanimously that the stockholders vote FOR each of the proposals listed in the
Proxy Statement, as supplemented.
Additional Information
Except as described above, this Supplement does not modify, amend, supplement or otherwise affect the Proxy Statement.
This Supplement should be read together with the Proxy Statement. If you have already returned your proxy card or voting instruction form, or
voted by other means, you do not need to take any action unless you wish to change your vote. If you have already submitted your proxy for the 2019 Annual Meeting and wish to revoke or change your vote, you may do so at any time before it is
exercised by submitting a written revocation or a later-dated proxy to the Vice President, General Counsel & Corporate Secretary of the Company mailed to Cutera, Inc., 3240 Bayshore Blvd., Brisbane, California 94005, Attention: Vice
President, General Counsel & Corporate Secretary or by attending the meeting in person and so notifying the inspector of elections.
Important Notice Regarding the Availability of Proxy Materials for the 2019 Annual Meeting of Stockholders to Be Held
on June 14, 2019: This Supplement, the Proxy, the proxy card and our annual report on Form
10-K
for the fiscal year ended December 31, 2018 are available
at http://ir.cutera.com/financial-information/sec-filings
.
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