Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment to Compensation Committee
As previously disclosed, on September 23, 2023, Katherine S. Zanotti notified
the Board of her resignation from the Board of Directors (the "Board") of
Cutera, Inc. (the "Company"). On October 27, 2022, the Board appointed Janet
Widmann as a member of our compensation committee to replace Ms. Zanotti,
effective immediately. As of October 27, 2022, the compensation committee is
comprised of the following members: Gregory A. Barrett (Chair), Sheila A.
Hopkins and Ms. Widmann.
All of the directors on our compensation committee are independent within the
meaning of the listing standards of The NASDAQ Stock Market.
Appointment to Audit Committee
On October 27, 2022, the Board increased the size of our audit committee from
three (3) to four (4) members, and appointed Juliane Park as a member of the
audit committee, effective immediately. As of October 27, 2022, the audit
committee is comprised of the following members: Joseph E. Whitters (Chair),
Timothy J. O'Shea, Sheila A. Hopkins and Ms. Park.
All of the directors on our audit committee are independent within the meaning
of the listing standards of The NASDAQ Stock Market.
Item 8.01 Other Events.
Reduction in Board Size
On October 27, 2022, following the resignation of Ms. Zanotti, and as permitted
by the Amended and Restated Bylaws of the Company, the Board reduced the size of
the Board from nine (9) to eight (8) members by eliminating the existing Class I
vacancy on the Board resulting from the resignation of Ms. Zanotti.
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