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DEF 14A 1 def14acutr2022proxy.htm DEF 14A Document

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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 Pursuant to §240.14a-12

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 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

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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

June 15, 2022

at 9:00 A.M. Pacific Time

To our Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of Cutera, Inc. (the “Company”). The meeting will be held on June 15, 2022, at 9:00 a.m. Pacific Time, virtually by visiting www.virtualshareholdermeeting.com/CUTR2022, where you will be able to listen to the meeting live, submit questions and vote online. The meeting is being held for the following purposes:

1.Elect nine directors, constituting the entire Board of Directors, to each serve a one-year term that expires at the 2023 Annual Meeting of Stockholders and until their successors have been duly elected and qualified;

2.Ratify the selection of BDO USA, LLP as the independent registered public accounting firm of the Company (the “Independent Registered Public Accounting Firm”) for the fiscal year ending December 31, 2022;

3.Hold a non-binding advisory vote on the compensation of Named Executive Officers;

4.Approve the amendment and restatement of our 2019 Equity Incentive Plan to increase the total number of shares available for issuance under the 2019 Equity Incentive Plan; and

5.Transact such other business as may properly come before the Annual Meeting, including any motion to adjourn to a later date to permit further solicitation of proxies, if necessary, or before any adjournment thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting ("Proxy Statement").

To help conserve resources and reduce printing and distribution costs, we will be mailing a notice electronically to our stockholders, instead of a paper copy of this Proxy Statement, our 2021 Annual Report and a form of proxy card or voting instruction card (collectively referred to as “Proxy Materials”). The notice will have instructions on how to access our Proxy Materials over the internet and instructions on how stockholders can receive a paper copy of our Proxy Materials if so desired. Your vote is important, regardless of the number of shares that you own. Whether or not you intend to attend the Annual Meeting of Stockholders, please vote as soon as possible to make sure that your shares are represented. The meeting will begin promptly at 9:00 a.m., local time. Only holders of record of shares of our common stock (NASDAQ: CUTR) at the close of business on April 18, 2022 will be entitled to notice of, and to vote at, the meeting and any postponements or adjournments of the meeting.

By order of the Board of Directors,


/s/ David H. Mowry						Brisbane, California May 2, 2022

Chief Executive Officer & Director

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YOUR VOTE IS IMPORTANT!

You are cordially invited to attend the ANNUAL meeting OF STOCKHOLDERS virtually by visiting www.virtualshareholdermeeting.com/CUTR2022. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote at the meeting by attending the meeting virtually. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

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TABLE OF CONTENTS


	Page
QUESTIONS & ANSWERS REGARDING THIS SOLICITATION AND VOTING AT THE ANNUAL MEETING

What is a proxy statement and what is a proxy?		2
Why am I receiving these proxy materials?		2
Why did I receive a notice in the mail regarding the i nternet availability of the proxy materials instead of a paper copy of the proxy materials?		2
What is the purpose of the Annual Meeting?		2
Who is entitled to attend the meeting?		2
Who is entitled to vote at the meeting?		3
How many shares must be present or represented to conduct business at the meeting (that is, what constitutes a quorum)?		3
What items of business will be voted on at the meeting?		3
Will any other matters be decided at the Annual Meeting of Stockholders?		3
How does the Board recommend that I vote?		4
What shares can I vote at the meeting?		4
What is the difference between holding shares as a stockholder of record and as a beneficial owner?		4
How can I vote my shares without attending the meeting?		4
How can I vote my shares at the virtual meeting?		4
Can I change my vote?		5
Is my vote confidential?		5
What vote is required to approve each item and how are votes counted?

SEC Form DEF 14A filed by Cutera Inc.