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): June 06, 2024

   

RxSight, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40690	94-3268801
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Columbia
Aliso Viejo, California		92656
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (949) 521-7830

   

(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 $0.001 per share	RXST	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.

We held our 2024 Annual Meeting of Stockholders (“Annual Meeting”) on June 6, 2024. Of the 37,173,544 shares of our common stock outstanding as of April 8, 2024, 30,022,322 shares of common stock were represented, either by attending the virtual annual meeting or by proxy, constituting, of the shares entitled to vote, approximately 80.8% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.

Election of Three Class III Directors. The following nominees were re-elected by the holders of our common stock to serve as our Class III directors to hold office until our 2027 annual meeting of stockholders and until their successors have been duly elected and qualified:


Nominee	For		Withhold		Broker Non-Votes
Julie B. Andrews		18,202,611		5,913,897		5,905,814
Robert J. Palmisano		18,202,323		5,914,185		5,905,814
Tamara R. Fountain, M.D.		18,195,702		5,920,806		5,905,814

Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement based on the following results of voting:


For		Against		Abstain		Broker Non-Votes
	22,608,292		1,123,950		395,359		5,894,721

Advisory Vote on Frequency of Votes to Approve Executive Compensation. The stockholders approved, on an advisory basis, the option of “ONE YEAR” as the frequency with which stockholders are provided an advisory vote on executive compensation based on the following results of voting:


One Year		Two Years		Three Years		Abstain		Broker Non-Votes
	20,463,835		5,400		1,196,918		2,461,448		5,894,721

In accordance with the voting results for this proposal, the Company has determined that the Company will hold future stockholder advisory votes on the compensation of the Company’s named executive officers every year. The next required advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers will take place no later than at the Company’s 2030 annual meeting of stockholders.

Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified based on the following results of voting:


For		Against		Abstain		Broker Non-Votes
	29,885,111		46,027		91,184		—

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 thereunto duly authorized.


			RxSight, Inc.

Date:	June 6, 2024	By:	/s/ Shelley Thunen
			Name: Shelley Thunen Title: Chief Financial Officer

Document And Entity Information	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 06, 2024
Entity Registrant Name	RxSight, Inc.
Entity Central Index Key	0001111485
Entity Emerging Growth Company	false
Entity File Number	001-40690
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3268801
Entity Address, Address Line One	100 Columbia
Entity Address, City or Town	Aliso Viejo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92656
City Area Code	(949)
Local Phone Number	521-7830
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	RXST
Security Exchange Name	NASDAQ