RxSight, Inc.
For the period ended Apr 25, 2024. Filed Apr 25, 2024.
View on SEC.govAbout 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
Contents
Board Composition
Our business affairs are managed under the direction of our Board, which currently consists of nine (9) members. Our certificate of incorporation provides that our Board will be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. At each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our certificate of incorporation. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of our directors. This classification of our Board may have the effect of delaying or preventing changes in control of our company.
Upon the recommendation of our Governance Committee, we are nominating Julie B. Andrews, Robert J. Palmisano, and Tamara R. Fountain, M.D., as Class III directors for election at the Annual Meeting. If elected, Ms. Andrews, Mr. Palmisano, and Dr. Fountain will each hold office for a three-year term until the annual meeting of stockholders to be held in 2027 or until their successors are duly elected and qualified.
The following table sets forth the names, ages as of the date of the Annual Meeting and certain other information for each of the directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting), and for each of the continuing directors:
| Expiration | ||||||
|---|---|---|---|---|---|---|
| Current · of term | ||||||
| Director · term · for which | ||||||
| Name | Class | Age | Position(s) | since | expires | nominated |
| 1. Directors with terms expiring at the Annual Meeting/nominees | ||||||
| Julie B. Andrews (1) | III | 53 | Director | 2021 | 2024 | 2027 |
| Robert J. Palmisano (3) | III | 79 | Director | 2021 | 2024 | 2027 |
| Tamara R. Fountain, M.D. (1) | III | 61 | Director | 2022 | 2024 | 2027 |
| 2. Continuing Directors | ||||||
| Ron Kurtz, M.D. | I | 61 | President, Chief Executive Officer and Director | 2016 | 2025 | — |
| J. Andy Corley (2) (3) | I | 68 | Chairman of the Board | 2015 | 2025 | — |
| Juliet Tammenoms Bakker (1) (2) | I | 62 | Director | 2015 | 2025 | — |
| William J. Link, Ph.D. | II | 78 | Director | 2016 | 2026 | — |
| Robert Warner (2) (3) | II | 57 | Director | 2021 | 2026 | — |
| Shweta Singh Maniar (2) | II | 40 | Director | 2021 | 2026 | — |
| (1) Member of the Audit Committee | ||||||
| (2) Member of the Corporate Governance and Nominating Committee | ||||||
| (3) Member of the Compensation Committee | ||||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.