Cutera (CUTR) announced agreements with Pura Vida and RTW Investments; Voce Capital terminated its proxy solicitation
Key Summary: Cutera, Inc. ($280M market cap) faced a leadership dispute in April 2023, with Voce Capital and CEO Mowry seeking to remove five directors while retaining Joseph Whitters. RTW Investments and Pura Vida Investments supported governance changes, with RTW advocating for Mowry's interim reinstatement. By May 2023, cooperation agreements added new independent directors to the board, and Voce Capital ceased its proxy solicitation before the June Special Meeting.
Market Cap: $280 million | Cutera, Inc. is a global medical device company.
- April 10, 2023: J. Daniel Plants, Founder and Chief Investment Officer of Voce Capital Management LLC, and Executive Chairman of the Board of Cutera, Inc., along with David Mowry, Cutera’s CEO and Director, jointly owning approximately 7.0% of the company’s outstanding shares, delivered separate notices calling for a special meeting of stockholders. Both notices sought the removal of Directors Gregory Barrett, Sheila Hopkins, Timothy O’Shea, Juliane Park, and Janet Widmann ("Entrenched Directors") but did not seek to remove Independent Director Joseph Whitters. Kindly click here, to read more.
- April 11, 2023: Plants and Mowry shared a letter of support from senior employees of Cutera addressed to the Board.
- April 12, 2023:
- Plants and Mowry filed a lawsuit against the Entrenched Directors, alleging retaliation and wrongful termination from their roles as Executive Chairman and CEO, respectively.
- RTW Investments (9.3%) expressed support for holding the Special Meeting of Stockholders to reconstitute the Board. RTW criticized the removal of Mowry as CEO and called for his reinstatement as interim CEO while a replacement search was conducted. Source
- April 13, 2023: Pura Vida Investments (6.74%) announced plans to engage with the Board, management team, and stakeholders to discuss strategic plans, governance, and potential changes to the company’s executive suite and Board. Source
- April 25, 2023: Voce Capital Management LLC filed proxy materials to seek support for its nominees.
Update
- May 10, 2023: Cutera announced cooperation agreements with Pura Vida Investments and RTW Investments. Under the agreements, the company committed to appointing Kevin J. Cameron, Taylor C. Harris, Nicholas S. Lewin, and Keith J. Sullivan ("New Independent Directors") to the Board after the Special Meeting of Stockholders scheduled for June 9, 2023.
- May 11, 2023: Voce Capital stated that it had terminated its proxy solicitation and would not vote any further proxies received from shareholders on the BLUE proxy card at the Special Meeting. Source
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