Skip to main content

RxSight, Inc.

For the period ended Apr 25, 2024. Filed Apr 25, 2024.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 25, 2024 · Filed Apr 25, 2024

RXST$4.540.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

DEF 14A 12024_def14a_12312023.htm DEF 14A

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

(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 all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

To the Stockholders of RxSight, Inc:

I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of RxSight, Inc., a Delaware corporation (“RxSight” or the “Company”), which will be held virtually on Thursday, June 6, 2024 at 8:00 a.m. Pacific Time. The Annual Meeting will be held in a virtual format via live webcast this year which affords the same rights and opportunities as participating at an in-person meeting. You will be able to attend the Annual Meeting virtually by visiting www.proxydocs.com/RXST, where you will be able to listen to the meeting live, submit questions and vote online by entering the control number located on your proxy card. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation and provides cost savings for our stockholders and the Company.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted at the Annual Meeting. Stockholders of record as of the close of business on April 8, 2024 may access the proxy materials or request that a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability. The Notice of Internet Availability also explains how you may request that we send future proxy materials to you in printed form by mail. Your election to receive proxy materials in printed form by mail will remain in effect until you terminate it.

Whether or not you virtually attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone, or by signing, dating and returning the proxy card that you requested per the instructions in the Notice of Internet Availability. If you decide to virtually attend the Annual Meeting, you will be able to change your vote, revoke your proxy or vote electronically at the Annual Meeting.

On behalf of the Company’s Board of Directors, we would like to thank you for your continued support of and interest in RxSight and look forward to receiving your proxy.

Sincerely,
J. Andy CorleyChairman of the Board of DirectorsRon Kurtz, M.D.President, Chief Executive Officer and Director

100 Columbia

Aliso Viejo, CA 92656

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Time and DateThursday, June 6, 2024 at 8:00 a.m. Pacific Time.
PlaceThe Annual Meeting will be a completely virtual meeting of stockholders, to be conducted via live webcast. You will be able to attend the Annual Meeting virtually, submit questions and vote online during the meeting by visiting www.proxydocs.com/RXST.
Items of Business•To elect three Class III directors, Julie B. Andrews, Robert J. Palmisano and Tamara R. Fountain, M.D., to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.
•To approve, on an advisory basis, the compensation of the named executive officers identified in the 2023 Summary Compensation Table in the “Executive Compensation” section of the proxy statement (the “Say-on-Pay Vote”).
•To approve, on an advisory (non-binding) basis, the frequency of future Say-on-Pay Votes.
•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.
•To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Record DateApril 8, 2024 (the “Record Date”). Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting virtually, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to the Notice of Internet Availability and the proxy statement. Returning the proxy does not deprive you of your right to attend the Annual Meeting virtually and to change your vote, revoke your proxy or vote electronically at the Annual Meeting. The proxy statement explains proxy voting and the matters to be voted on in more detail.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Thursday, June 6, 2024. Our proxy statement and Annual Report to Stockholders are being made available on or about April 25, 2024 on our investor relations website at https://investors.rxsight.com/financial-information/sec-filings. We are providing access to our proxy materials over the Internet under the rules adopted by the Securities and Exchange Commission (the “SEC”).

The Notice of Internet Availability containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy card and our annual report, is first being sent or given on or about April 25, 2024 to all stockholders entitled to vote at the Annual Meeting.

By Order of the Board of Directors
Aliso Viejo, CaliforniaApril 25, 2024Ron Kurtz, M.D.President, Chief Executive Officer and Director

i

TABLE OF CONTENTS

Page
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING3
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE10
Board Composition10
Director Nominees11
Continuing Directors12
Director Independence13
Board Leadership Structure14
Role of the Board in Risk Oversight14
Committees of our Board of Directors14
Attendance at Board and Stockholder Meetings16
Compensation Committee Interlocks and Insider Participation16
Considerations in Evaluating Director Nominees16
Board Diversity Matrix17
Stockholder Recommendations for Nominations to the Board of Directors17
Communications with the Board of Directors17
Policy Prohibiting Hedging or Pledging of Securities17
Code of Business Conduct and Ethics18
Outside Director Compensation Policy18
Director Compensation19
Stock Ownership Guidelines for Non-Employee Directors20
PROPOSAL NO. 1 – ELECTION OF DIRECTORS21
Nominees21
Vote Required21
PROPOSAL NO. 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION22
Compensation Program and Philosophy22
Vote Required22
PROPOSAL NO. 3 – ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION23
Vote Required23
PROPOSAL NO. 4 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM24
Fees Paid to the Independent Registered Public Accounting Firm24
Auditor Independence25
Audit Committee Policy on Pre-Approval of Audit, Audit Related and Permissible Non-Audit Services of Independent Registered Public Accounting Firm25
Vote Required25
AUDIT COMMITTEE REPORT26
EXECUTIVE OFFICERS27
EXECUTIVE COMPENSATION27
Processes and Procedures for Compensation Decisions27
Summary Compensation Table28
2023 Bonus Plan29
Outstanding Equity Awards at Fiscal Year-End30
Employment Arrangements With Our Named Executive Officers31
Potential Payments upon Termination or Change in Control32
401(k) Plan33
Equity Compensation Plan Information33
PAY VERSUS PERFORMANCE34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT37
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS39
Participation in February 2023 Public Offering39
Payments to Praxis39
Indemnification Agreements39
Equity Grants to Executive Officers and Directors40
OTHER MATTERS40

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held Virtually at 8:00 a.m. Pacific Time on Thursday, June 6, 2024

This proxy statement and the form of proxy card are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the 2024 annual meeting of stockholders of RxSight, Inc. (the “Annual Meeting”), and any postponements, adjournments or continuations thereof. The Annual Meeting will be held on Thursday, June 6, 2024 at 8:00 a.m. Pacific Time virtually via live webcast. You will be able to attend the Annual Meeting virtually by visiting www.proxydocs.com/RXST, where you will be able to listen to the meeting live, submit questions and vote online after entering the control number listed on your Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or proxy card.

QUESTIONS AND ANSWERS ABOUT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.