Intuitive Surgical Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Industrial Specialties
Health Care
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): April 25, 2024
(Exact name of registrant as specified in its charter)
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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.
| 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 No. 4 was approved.
Proposal No. 5: To approve the amendment and restatement of the Company’s Amended and Restated 2000 Employee Stock Purchase Plan:
| For | Against | Abstain | Broker Non-votes | |||||||||||||||||
| 286,625,794 | 1,238,852 | 460,762 | 27,308,327 | |||||||||||||||||
Proposal No. 5 was approved.
Proposal No. 6: To consider and vote upon a stockholder proposal requesting a racial and gender pay gap report:
| For | Against | Abstain | Broker Non-votes | |||||||||||||||||
| 94,805,903 | 191,660,557 | 1,858,948 | 27,308,327 | |||||||||||||||||
Proposal No. 6 was rejected.
| Item 9.01. | Financial Statements and Exhibits. | |||||||
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 | ||||||||||||||||||||||||||