Intuitive Surgical Adds Dr. Catherine Mohr to Board

Ticker: ISRG · Form: 8-K · Filed: Apr 30, 2024 · CIK: 1035267

Sentiment: neutral

Topics: board-appointment, governance

TL;DR

Intuitive Surgical adds former CMO Dr. Catherine Mohr to its Board of Directors.

AI Summary

Intuitive Surgical, Inc. announced on April 25, 2024, the election of Dr. Catherine Mohr to its Board of Directors. Dr. Mohr brings extensive experience in medical device innovation and healthcare technology, having previously served as Chief Medical Officer at Intuitive Surgical. Her appointment is effective immediately.

Why It Matters

The addition of Dr. Mohr, a former executive with deep knowledge of the company's core business, signals a continued focus on innovation and strategic direction in the surgical robotics market.

Risk Assessment

Risk Level: low — This filing is a routine corporate governance update regarding board composition and does not involve financial performance or significant operational changes.

Key Players & Entities

FAQ

Who was elected to the Board of Directors of Intuitive Surgical, Inc.?

Dr. Catherine Mohr was elected to the Board of Directors.

What is Dr. Catherine Mohr's previous role at Intuitive Surgical?

Dr. Mohr previously served as Chief Medical Officer at Intuitive Surgical.

When was the earliest event reported in this Form 8-K?

The earliest event reported was on April 25, 2024.

What is the principal executive office address for Intuitive Surgical, Inc.?

The principal executive offices are located at 1020 Kifer Road, Sunnyvale, California 94086.

What is the SIC code for Intuitive Surgical, Inc.?

The Standard Industrial Classification (SIC) code is 3842 for Orthopedic, Prosthetic & Surgical Appliances & Supplies.

Filing Stats: 870 words · 3 min read · ~3 pages · Grade level 8.1 · Accepted 2024-04-30 16:41:37

Key Financial Figures

Filing Documents

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 25, 2024, the Board of Directors (the "Board") appointed Lewis Chew to succeed Mark J. Rubash as Chair of the Audit Committee. This appointment took effect on April 25, 2024, in conjunction with Mr. Chew's election to the Board at the 2024 Annual Meeting of Stockholders (the "Annual Meeting"). Mr. Rubash will continue to serve as a member of the Audit Committee. In addition, the Board appointed Jami Dover Nachtsheim to succeed Alan J. Levy, Ph.D., who did not stand for re-election at the Annual Meeting, as Chair of the Governance and Nominating Committee, effective April 25, 2024.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the stockholders of Intuitive Surgical, Inc. ("the Company") voted on the following six proposals, each of which is described in detail in the Proxy Statement filed with the Securities and Exchange Commission on March 8, 2024. Proposal No. 1 : To elect eleven members to the Board to serve a one-year term expiring at the 2025 Annual Meeting of Stockholders: Nominee For Against Abstain Broker Non-votes Craig H. Barratt, Ph.D. 279,379,048 8,598,876 347,484 27,308,327 Joseph C. Beery 287,030,358 932,653 362,397 27,308,327 Lewis Chew 285,273,383 2,682,213 369,812 27,308,327 Gary S. Guthart, Ph.D. 286,871,239 1,103,400 350,769 27,308,327 Amal M. Johnson 273,231,380 14,723,004 371,024 27,308,327 Sreelakshmi Kolli 268,491,109 19,454,661 379,638 27,308,327 Amy L. Ladd, M.D. 284,914,158 3,055,772 355,478 27,308,327 Keith R. Leonard, Jr. 286,896,093 1,058,794 370,521 27,308,327 Jami Dover Nachtsheim 282,893,287 5,063,491 368,630 27,308,327 Monica P. Reed, M.D. 284,862,203 3,113,441 349,764 27,308,327 Mark J. Rubash 273,769,838 13,465,191 1,090,379 27,308,327 Each of the nominees nominated in Proposal No. 1 was elected. Proposal No. 2 : To consider and approve, on an advisory basis, the compensation of the Company's Named Executive Officers as disclosed in the Proxy Statement: For Against Abstain Broker Non-votes 269,468,985 17,718,629 1,137,794 27,308,327 Proposal No. 2 was approved on an advisory basis. Proposal No. 3 : To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024: For Against Abstain 313,018,376 1,740,078 875,281 Proposal No. 3 was approved. Proposal No. 4 : To approve the amendment and restatement of the Company's Amended and Restated 2010 Plan: For Against Abstain Broker Non-votes 256,685,860 30,150,286 1,489,262 27,308,327 Proposal

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Intuitive Surgical, Inc. Amended and Restated 2010 Incentive Award Plan, as amended and restated. 10.2 Intuitive Surgical, Inc. Amended and Restated 20 0 0 Employee Stock Purchase Pl an, as amended and restated. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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. INTUITIVE SURGICAL, INC. Date: April 30, 2024 By: /s/ JAMIE E. SAMATH Name: Jamie E. Samath Title: Senior Vice President and Chief Financial Officer

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