Broadwood Partners Working to Call Special Meeting of STAAR Surgical Shareholders to Remove Three Directors
Pursuing Board Changes to Restore Investor Confidence and Ensure Integrity of Ongoing Sale Process
Broadwood Seeks to Remove the Directors Most Responsible for the Flawed Sale Process: Board Chair Elizabeth Yeu, CEO Stephen Farrell, and Compensation Committee Chair Arthur Butcher
Broadwood Partners, L.P. and its affiliates (collectively, "Broadwood") today announced that it is well along in the multi-step and time-consuming process that is required to call a Special Meeting of Shareholders (the "Special Meeting") at STAAR Surgical Company ("STAAR" or the "Company") (NASDAQ:STAA) to remove three directors from the Company's Board of Directors (the "Board"). Broadwood, which owns 30.2% of STAAR's outstanding common stock, continues to oppose the current agreement to sell the Company to Alcon Inc. ("Alcon") (NYSE:ALC), and believes changes to STAAR's Board are needed to restore investor confidence in the Board's decision making and the sale process.
At the Special Meeting, Broadwood intends to seek the removal of the three incumbent directors it believes are most responsible for incentivizing, facilitating, and promoting the sale of the Company to Alcon at the wrong time, after a flawed process, and at an inadequate price:
- Elizabeth Yeu, STAAR's Board Chair, whose close and longstanding relationship with Alcon — which does not appear to have been disclosed to the full Board or to shareholders in a timely manner — may have caused her to ignore inbound interest from another prospective acquirer and, in so doing, irredeemably compromised the sale process;
- Stephen Farrell, STAAR's CEO, who, having served for only a few months, stands to receive $24 million if the proposed transaction closes, and therefore, in our view, has a powerful incentive to mislead shareholders about STAAR's business and prospects to justify a sale of the Company and preserve his outsized payout (and who, like Yeu, failed to inform the full Board and shareholders of interest from another prospective acquirer); and
- Arthur Butcher, Chair of the Board's Compensation Committee, who, in our view, bears primary responsibility for the egregious "golden parachute" compensation to STAAR's executives that is nearly twice as high, relative to the implied equity value, as the average amount paid in other M&A transactions in 2025—despite the fact that the average tenure of the STAAR executives is less than two years.
Neal C. Bradsher, Founder and President of Broadwood, said:
"By agreeing to — and recklessly persisting with — a deeply flawed transaction that has drawn overwhelming opposition from shareholders and all three major proxy advisory firms, the Board has, in our view, demonstrated its lack of fidelity to the interests of shareholders and other stakeholders.
As STAAR's largest shareholder, we have been urging the Board for weeks to strengthen its composition by appointing new directors with the independence, expertise, and shareholder alignment necessary to steward the Company responsibly and restore investor trust. The Board should surely understand that, among other things, the credibility of this thrice-delayed vote and belatedly re-engineered sale process would benefit greatly from the oversight of new directors. We anticipate that a refreshed Board would consider, among other matters, how to run a full, fair, independent, and open strategic alternatives process to maximize value that is untainted by the process issues and conflicts of interest that afflicted this proposed transaction with Alcon.
Unfortunately, the Board ignored these calls to action, and STAAR's future remains in the hands of the same individuals who designed and executed a flawed sale process. Accordingly, we have been engaged in the byzantine process required by STAAR to call the Special Meeting to remove those directors who, in our view, are most responsible for orchestrating and perpetuating this misbegotten proposed transaction. Broadwood is not seeking, and has never sought, control of STAAR. Shareholders deserve a board that truly represents them.
We believe Board change is urgently needed. We urge STAAR's Board to respect the rights of shareholders by refraining from any gamesmanship or defensive maneuvers and to hold without delay the Special Meeting for which we are calling. It is time for the Board to listen to shareholders' voices so that STAAR can finally realize its full potential."
Shareholders can find additional information at www.LetSTAARShine.com.
About Broadwood
Broadwood Partners, L.P. is managed by Broadwood Capital, Inc. Broadwood Capital is a private investment firm based in New York City. Neal Bradsher is the President of Broadwood Capital.
Certain Information Concerning the Participants
Special Meeting of Shareholders Originally Scheduled for October 23, 2025
Broadwood Partners, L.P., Broadwood Capital, Inc., Neal C. Bradsher, Richard T. LeBuhn, Natalie R. Capasso, Raymond A. Myers and Jason J. Martin (collectively, the "Participants") are participants in the solicitation of proxies from the shareholders of the Company in connection with the special meeting of shareholders originally scheduled for October 23, 2025 and most recently postponed to be held on December 19, 2025 (including any further adjournments, postponements, reschedulings or continuations thereof, the "Proposed Merger Special Meeting"). The Participants have filed a definitive proxy statement on Schedule 14A (the "Definitive Proxy Statement") and accompanying GREEN Proxy Card to be used in connection with any such solicitation of proxies from the Company's shareholders for the Proposed Merger Special Meeting. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS HAVE FILED OR WILL FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC") BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE PROPOSED MERGER SPECIAL MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The Definitive Proxy Statement and accompanying GREEN Proxy Card have been furnished to some or all of the Company's shareholders and will be, along with other relevant documents, available at no charge on the SEC's website at https://www.sec.gov/.
Special Meeting of Shareholders to Remove Members of the Board
The Participants also intend to file a definitive proxy statement and an accompanying GREEN Proxy Card with the SEC to be used to solicit proxies with respect to removing members of the Board and any other proposals that may come before a future and yet to be called or otherwise scheduled special meeting of shareholders (including any adjournments, postponements, reschedulings or continuations thereof, the "Shareholder Meeting"). The Shareholder Meeting will be separate, distinct and unrelated to the Proposed Merger Special Meeting, and the Participants believe that the Shareholder Meeting will have no effect on the outcome of the Proposed Merger Special Meeting. The Participants do not believe that there is any lawful reason that would prevent or prohibit the Participants from calling the Shareholder Meeting, regardless of the outcome of the shareholder vote at the Proposed Merger Special Meeting, and do not make any representation related to whether the Company may contest, or otherwise challenge, the Participants' ability to call the Shareholder Meeting. SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE PARTICIPANTS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ABOUT THE MATTERS TO BE VOTED ON AT THE SHAREHOLDER MEETING AND ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE. The definitive proxy statement and an accompanying GREEN Proxy Card will be furnished to some or all of the Company's shareholders and will be, along with other relevant documents, available at no charge on the SEC's website at https://www.sec.gov/.
Information about the Participants and a description of their direct or indirect interests, by security holdings or otherwise, is contained on an amendment to Schedule 13D filed by the Participants with the SEC on November 21, 2025 and is available here.
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