Boston Scientific Corp 8-K, filed May 9, 2023
Boston Scientific Corp (BSX)
8-K
2023-05-09
For: 2023-05-04
View Original
Added on
April 07, 2026
About this 8-K
Boston Scientific Corp filed this 8-K on May 9, 2023, reporting on events of May 4, 2023.
Items reported
- Item 5.07: Shareholder vote results
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): May 4, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||
(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:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 5.07 Submission of Matters to a Vote of Security Holders.
(a) Boston Scientific Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 4, 2023 in a virtual-only format via live webcast.
(b) The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.
(1) All nine director nominees were elected to the Company’s Board of Directors (the “Board”) for a one-year term to hold office until the Company’s 2024 Annual Meeting of Stockholders and until their successors have been elected and qualified.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Nelda J. Connors | 1,193,844,995 | 31,804,972 | 487,585 | 40,477,444 | ||||||||||||||||||||||
| Charles J. Dockendorff | 1,150,969,582 | 74,573,819 | 594,151 | 40,477,444 | ||||||||||||||||||||||
| Yoshiaki Fujimori | 1,213,401,876 | 12,156,923 | 578,753 | 40,477,444 | ||||||||||||||||||||||
| Edward J. Ludwig | 1,179,968,074 | 45,599,337 | 570,141 | 40,477,444 | ||||||||||||||||||||||
| Michael F. Mahoney | 1,148,531,592 | 77,041,192 | 564,768 | 40,477,444 | ||||||||||||||||||||||
| David J. Roux | 1,182,485,636 | 43,072,351 | 579,565 | 40,477,444 | ||||||||||||||||||||||
| John E. Sununu | 1,052,908,443 | 172,703,257 | 525,852 | 40,477,444 | ||||||||||||||||||||||
| David S. Wichmann | 1,213,001,870 | 12,535,441 | 600,241 | 40,477,444 | ||||||||||||||||||||||
| Ellen M. Zane | 1,062,082,525 | 163,593,247 | 461,780 | 40,477,444 | ||||||||||||||||||||||
(2) The advisory vote on the compensation for the Company’s “Named Executive Officers” as disclosed in the Company’s proxy statement for the Annual Meeting was approved.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 1,134,910,823 | 90,354,176 | 872,553 | 40,477,444 | |||||||||||||||||
(3) The advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s “Named Executive Officers.”
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 1,217,156,075 | 749,405 | 7,599,630 | 632,442 | 40,477,444 | ||||||||||||||||||||||
Based on the votes set forth above, the Company’s stockholders approved, on a non-binding, advisory basis, a frequency of One Year for the non-binding, advisory vote on the compensation of the Company’s “Named Executive Officers.” The Board considered these voting results and other factors, and determined that the Company will hold future advisory votes on its executive compensation on an annual basis.
(4) The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year was ratified.
| For | Against | Abstain | ||||||||||||
| 1,178,709,166 | 87,499,383 | 406,447 | ||||||||||||
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.
| Date: | May 9, 2023 | BOSTON SCIENTIFIC CORPORATION | |||||||||
| By: | /s/ Susan Thompson | ||||||||||
| Susan Thompson | |||||||||||
| Vice President, Chief Corporate Counsel, and Assistant Secretary | |||||||||||