Cutera Comments on Termination of Voce Capital’s Special Meeting Proxy Solicitation
12 Maio 2023 - 10:00AM
Business Wire
Resolves Dispute with Former CEO David
Mowry
CUTERA, INC. (“Cutera” or the “Company”) (Nasdaq: CUTR), a
leading provider of aesthetic and dermatology solutions, today
commented on the termination of the proxy solicitation by Voce
Capital Management LLC (“Voce Capital”) with respect to the Special
Meeting of Stockholders, scheduled for June 9, 2023 (the “Special
Meeting”).
Cutera issued the following statement:
The Special Committee of the Cutera Board of
Directors deeply values the constructive engagement we have had
with our stockholders over recent weeks. The Board refreshment we
announced on May 9, 2023, followed an agreement with two of our
largest stockholders, which collectively own more than 15% of the
Company’s outstanding shares. The four new independent directors
were selected by the Special Committee after a comprehensive
process of identifying, vetting and interviewing candidates.
The Special Committee notes that two of its
five members have decided not to stand for reelection at the 2023
Annual Meeting. The remaining three members were appointed to the
Board in the past two years, and with approval of Voce Capital’s J.
Daniel Plants in his then-capacity as Executive Chairman of the
Board. While Voce Capital refers to the Special Committee members
as “entrenched”, the Committee notes that it is, ironically, Mr.
Plants who appears to be unwilling to give up his Board seat, even
as his clinging to that seat costs the Company significant money
and causes immense distraction.
The Special Committee will continue to take
action that is in the best interest of Cutera and all stakeholders,
and we look forward to moving beyond this matter. We thank our
stockholders and employees for their continued support as we work
to drive value.
The Company separately announced today that it has also resolved
its dispute with former Chief Executive Officer David H. Mowry. Mr.
Mowry resigned from the Company’s Board with immediate effect, will
be available to support the CEO transition and will withdraw from
his participation in Mr. Plants’ litigation against Cutera. Mr.
Mowry has also withdrawn his demand for the Special Meeting.
Although Voce Capital has announced that it does not intend to
solicit proxies for the Special Meeting, Mr. Plants has not
withdrawn his demand for the Special Meeting. Accordingly, the
Company currently intends to hold the Special Meeting as
scheduled.
About Cutera, Inc.
Brisbane, California-based Cutera is a leading provider of
aesthetic and dermatology solutions for practitioners worldwide.
Since 1998, Cutera has been developing innovative, easy-to-use
products that harness the power of science and nature to enable
medical practitioners to offer safe and effective treatments to
their patients. For more information, call +1-415-657-5500 or
1-888-4CUTERA or visit www.cutera.com.
Additional Information and Where to Find It
Cutera, Inc. (the “Company” or “Cutera”) has filed a preliminary
proxy statement on Schedule 14A, an accompanying preliminary white
proxy card and other relevant documents with the Securities and
Exchange Commission (the “SEC”) in connection with the solicitation
of proxies from the Company’s stockholders for the Special Meeting.
STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE
COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO), AND ALL OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders
may obtain a copy of any definitive proxy statement of the Company,
an accompanying white proxy card, any amendments or supplements
thereto and other documents filed by the Company with the SEC when
they become available at no charge at the SEC’s website at
www.sec.gov. Copies will also be available at no charge in the “SEC
Filings” subsection of the Company’s Investor Relations website at
http://ir.cutera.com or by contacting the Company’s Investor
Relations Department at IR@cutera.com, as soon as reasonably
practicable after such materials are electronically filed with, or
furnished to, the SEC.
Participants in the Solicitation
The Company and certain of its directors and executive officers
will be participants in the solicitation of proxies from the
Company’s stockholders in connection with matters to be considered
at the Special Meeting. Information regarding the direct and
indirect interests, by security holdings or otherwise, of the
Company’s directors and executive officers is included in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2022, filed with the SEC on April 7, 2023, as amended, and in
the Company’s Current Reports on Form 8-K filed with the SEC from
time to time. Changes to the direct or indirect interests of the
Company’s directors and executive officers are set forth in SEC
filings on Initial Statements of Beneficial Ownership on Form 3 or
Statements of Change in Ownership on Form 4. These documents are
available free of charge as described above. Updated information
regarding the identities of potential participants and their direct
or indirect interests, by security holdings or otherwise, in the
Company will be set forth in the definitive proxy statement for the
Special Meeting and other relevant documents to be filed with the
SEC, if and when they become available.
Forward Looking Statements
Statements contained in this communication which are not
historical facts, such as those relating to future events, are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The Company undertakes no
duty to publicly update or revise such forward-looking information,
whether as a result of new information, future events, or
otherwise. Investors should consult further disclosures and risk
factors included in our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, the Registration
Statement on Form S-8 and other documents filed from time to time
with the SEC by the Company.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230511005990/en/
Greg Barker VP, Corporate FP&A 415-657-5500
IR@cutera.com
Nick Lamplough / Rachel Goldman Joele Frank, Wilkinson Brimmer
Katcher 212-355-4449
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