Boston Scientific Files 8-K with Corporate Updates

TL;DR

BSX filed an 8-K on May 6th for events on May 2nd - corporate docs, shareholder votes, and financials.

AI Summary

Boston Scientific Corporation filed an 8-K on May 6, 2024, reporting events that occurred on May 2, 2024. The filing indicates changes to the company's articles of incorporation or bylaws, submission of matters to a vote of security holders, and includes financial statements and exhibits. Specific details on these events, including any material financial impacts or voting outcomes, are not elaborated in this summary.

Why It Matters

This filing signals potential changes in Boston Scientific's corporate governance or structure, which could impact shareholder rights or future business operations.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate negative news or significant financial events.

Key Players & Entities

• BOSTON SCIENTIFIC CORP (company) — Registrant
• 0000885725-24-000048 (filing_id) — Accession Number
• May 2, 2024 (date) — Earliest event reported
• May 6, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 300 Boston Scientific Way, Marlborough, MA 01752-1234 (address) — Business and mailing address

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share BSX New York Stock

Filing Documents

• bsx-20240502.htm (8-K) — 55KB
• ex31amendedandrestatedby-l.htm (EX-3.1) — 185KB
• 0000885725-24-000048.txt ( ) — 445KB
• bsx-20240502.xsd (EX-101.SCH) — 3KB
• bsx-20240502_def.xml (EX-101.DEF) — 16KB
• bsx-20240502_lab.xml (EX-101.LAB) — 28KB
• bsx-20240502_pre.xml (EX-101.PRE) — 16KB
• bsx-20240502_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In February 2024, the Board of Directors (the "Board") of Boston Scientific Corporation (the "Company") voted unanimously to approve, subject to stockholder approval, and to recommend to the Company's stockholders that they approve, an amendment and restatement of the Company's Amended and Restated By-Laws (the "By-Laws") to provide for advance notice and universal proxy rule updates. The Company's stockholders approved this amendment and restatement of the By-Laws, as recommended by the Board, at the Company's 2024 Annual Meeting of Stockholders (the "Annual Meeting") held on May 2, 2024. The By-Laws, as so amended and restated, expand the disclosures required from stockholders to propose business or nominate directors for election at the Company's annual meeting of stockholders, change the advance notice period for stockholders to notify the Company of such business proposals or director nominees, to not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year's annual meeting of stockholders, and provide that, for any director nominees proposed by a noticing stockholder pursuant to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall disregard any proxies or votes solicited, and no vote shall take place for such director nominees if the noticing stockholder or any proposing person fails to comply with the applicable requirements of Rule 14a-19 under the Exchange Act or fails to timely provide documentation reasonably satisfactory to the Company that such proposing person has met the requirements of Rule 14a-19(a)(3). The amendments also require stockholders soliciting proxies to use a proxy card color other than white and provide for other administrative and clarifying revisions. The By-Laws, as so amended and restated, became effective May 2, 2024. The foregoing summary of the amendme

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. (a) The Company held its Annual Meeting on May 2, 2024 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 is set forth below. (1) All nine director nominees were elected to the Company's Board for a one-year term, to hold office until the Company's 2025 Annual Meeting of Stockholders and until their successors have been elected and qualified. Nominee For Against Abstain Broker Non-Votes Charles J. Dockendorff 1,193,455,762 57,257,108 574,335 73,097,442 Yoshiaki Fujimori 1,226,016,317 24,758,547 512,341 73,097,442 Edward J. Ludwig 1,228,038,502 22,049,671 1,199,032 73,097,442 Michael F. Mahoney 1,168,784,464 79,922,587 2,580,154 73,097,442 Jessica L. Mega 1,248,441,211 2,429,334 416,660 73,097,442 Susan E. Morano 1,248,331,361 2,422,604 533,240 73,097,442 John E. Sununu 1,188,261,455 61,820,612 1,205,138 73,097,442 David S. Wichmann 1,240,048,139 10,664,300 574,766 73,097,442 Ellen M. Zane 1,219,129,762 31,557,297 600,146 73,097,442 (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 1,157,104,389 90,951,897 3,230,919 73,097,442 (3) The amendment and restatement of the By-Laws to provide for advance notice and universal proxy rule updates was approved. For Against Abstain Broker Non-Votes 1,244,015,109 6,550,431 721,665 73,097,442 (4) The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2024 fiscal year was ratified. For Against Abstain 1,218,350,090 105,618,504 416,053

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated By-Laws of Boston Scientific Corporation 104 Cover Page Interactive Data File - the cover page XBRL tags are 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. Date: May 6, 2024 BOSTON SCIENTIFIC CORPORATION By: /s/ Susan Thompson Susan Thompson Vice President, Chief Corporate Counsel and Assistant Secretary

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View this 8-K filing on SEC EDGAR