Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 6, 2022 (May 3, 2022)

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in charter)

Delaware		1-11083		04-2695240
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS employer identification no.)

300 Boston Scientific Way, Marlborough, Massachusetts		01752-1234
(Address of principal executive offices)		(Zip code)

Registrant's telephone number, including area code: (508) 683-4000

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))

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. ☐

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	BSX	New York Stock Exchange
0.625% Senior Notes due 2027	BSX27	New York Stock Exchange
5.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share	BSX PR A	New York Stock Exchange

Item 5.02

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

(e) Compensatory Arrangements of Certain Officers

As part of the ongoing evaluation of its executive compensation programs, the Executive Compensation and Human Resources Committee of the Board of Directors of Boston Scientific Corporation (the "Company"), reviewed the existing form of Change in Control Agreement for executive officers below the chief executive officer level and approved certain modifications to better align executive compensation with increasing stockholder value following a change in control. On May 3, 2022, the Executive Compensation and Human Resources Committee approved changes to the form of Change in Control Agreement for executive officers below the chief executive officer level (“Revised Change in Control Agreements”). The Revised Change in Control Agreements provide for a cash severance payment amount following a change in control (as defined under the Revised Change in Control Agreements) of two times base salary and bonus, as calculated under the agreement, instead of three times base salary and bonus, as provided for under the agreements prior to amendment.

The Company intends to ask each of its eligible executive officers to execute and agree to the terms of the Revised Change in Control Agreements upon the expiration of their existing Change in Control Agreements.

A copy of the form of Revised Change in Control Agreement is filed as Exhibit 10.1 hereto and incorporated by reference. This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the form of Revised Change in Control Agreement.

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a)

The Company held the Annual Meeting 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 ten director nominees were elected to the Board for a one-year term to hold office until the Company’s 2023 Annual Meeting of Stockholders and until their successors have been elected and qualified.

Nominee	For		Against		Abstain		Broker Non-Votes
Nelda J. Connors		1,184,941,114		25,966,939		795,391		33,421,847
Charles J. Dockendorff		1,101,021,316		109,957,955		724,173		33,421,847
Yoshiaki Fujimori		1,188,823,285		22,159,948		720,211		33,421,847
Donna A. James		1,180,887,240		30,080,716		735,488		33,421,847
Edward J. Ludwig		1,177,537,388		33,454,632		711,424		33,421,847
Michael F. Mahoney		1,130,551,001		75,373,897		5,778,546		32,421,847
David J. Roux		1,164,971,131		44,614,802		2,117,511		33,421,847
John E. Sununu		1,171,099,286		39,832,624		771,534		33,421,847
David S. Wichmann		1,191,954,790		19,022,372		726,282		33,421,847
Ellen M. Zane		1,122,386,967		88,625,966		690,511		33,421,847

(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
1,085,193,759		124,111,318		2,398,367		33,421,847

(3) The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year was ratified.

For		Against		Abstain
1,185,136,735		59,317,844		670,712

(4) The amendment and restatement of the Company’s 2006 Global Employee Stock Ownership Plan to, among other things, rename the plan as the Company’s Employee Stock Purchase Plan and add an additional 10,000,000 shares to the plan, was approved.

For		Against		Abstain		Broker Non-Votes
1,208,792,725		2,434,876		475,843		33,421,847

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

10.1	Form of EC Non-CEO Change in Control Agreement

10.2	Boston Scientific Corporation Employee Stock Purchase Plan, Amended and Restated Effective as of July 1, 2022

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.