8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

_____________________________________________________________________

Date of Report (Date of earliest event reported): June 27, 2023

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

300 Boston Scientific Way, Marlborough, Massachusetts                 01752-1234

(Address of principal executive offices)                           (Zip Code)

(508) 683-4000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 27, 2023 the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board, increased the number of directors comprising the Board from ten to eleven, and appointed each of Jessica L. Mega, MD, MPH and Susan E. Morano to be a director of the Company, to hold office until the next annual meeting of stockholders, in each case, effective June 27, 2023. The Board further appointed Dr. Mega to serve as a member of the Executive Compensation and Human Resources Committee and the Risk Committee of the Board, and Ms. Morano to serve as a member of the Audit Committee and the Nominating and Governance Committee of the Board.

Under the Company’s non-employee director compensation program (the “Program”), each of Dr. Mega and Ms. Morano will receive standard non-employee director compensation, prorated for the time period from the effective date of their appointment to the date of the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”), which includes (i) a cash retainer of approximately $97,715 (representing the prorated amount of the Program’s annual cash retainer of $115,000, which can be received in cash or an equity alternative) and (ii) an equity award valued at approximately $174,188 (representing the prorated amount of the Program’s annual grant of equity having a value of $205,000) vesting at the end of their terms. The actual number of shares to be granted to each of Dr. Mega and Ms. Morano will be determined on the date of grant, July 3, 2023, which is the first business day of the month following the month in which they were appointed.

In connection with their appointment to the Board, the Company intends to enter into indemnification agreements with each of Dr. Mega and Ms. Morano in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously filed with the Securities and Exchange Commission.

Neither of Dr. Mega nor Ms. Morano have any arrangement or understanding with any other person pursuant to which they were appointed as a director. Neither of Dr. Mega nor Ms. Morano have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On June 27, 2023, the Company issued a press release (the “Press Release”) announcing the appointment of Dr. Mega and Ms. Morano to the Board. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1 Press Release issued by Boston Scientific Corporation, dated June 27, 2023.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

FOR IMMEDIATE RELEASE

Boston Scientific Elects Dr. Jessica L. Mega and Susan E. Morano

to Board of Directors

MARLBOROUGH, Mass., (June 27, 2023) – Boston Scientific Corporation (NYSE: BSX) announced today the election of Dr. Jessica L. Mega and Susan E. Morano to its board of directors, each effective immediately.

Dr. Mega is the co-founder of Verily Life Sciences LLC, a subsidiary of Alphabet Inc. focused on life sciences and healthcare, and was the company’s chief medical and scientific officer from 2015 to January 2023. Prior to joining Verily, Dr. Mega served as a cardiologist at Brigham & Women’s Hospital from 2008 to 2015. Dr. Mega also served as a faculty member at Harvard Medical School and as a senior investigator with the TIMI Study Group, where she led international trials evaluating novel cardiovascular therapies and directed the genomics program. She currently is a director of Danaher Corporation. Dr. Mega received her B.A. from Stanford University, her M.D. from Yale University School of Medicine, and her M.P.H. from Harvard School of Public Health.

Ms. Morano held the role of vice president, Business Development and Strategic Operations, Johnson & Johnson MedTech from 2020 through February 2023. Prior to that, she served as vice president, Business Development, Johnson & Johnson Medical Devices, beginning in 2012, with responsibility for licensing, acquisitions and divestitures for its Medical Devices Group. During her time at Johnson & Johnson, Ms. Morano also held several positions within six operating companies, primarily in the finance and business development functions, and as a member of the MedTech Leadership Team. Ms. Morano received her B.S. from Villanova University and her M.B.A. from Columbia Business School.

“We are pleased to expand our board of directors with two highly qualified executives from different sectors of the healthcare industry,” said Mike Mahoney, chief executive and chairman of the board, Boston Scientific. “Jessica and Susan are accomplished leaders passionate about advancing patient care and experienced in bringing innovative technologies to market, and we look forward to their contributions as board members as Boston Scientific continues to grow and meet our stakeholder commitments.”

About Boston Scientific

Boston Scientific transforms lives through innovative medical solutions that improve the health of patients around the world.  As a global medical technology leader for more than 40 years, we advance science for life by providing a broad range of high performance solutions that address unmet patient needs and reduce the cost of healthcare. For more information, visit www.bostonscientific.com and connect on Twitter and Facebook.