Boston Scientific stockholders approve charter amendments and ESPP share increase at 2026 annual meeting

This filing

approved amendments (the “Charter Amendments”) to the Company’s Third Restated Certificate of Incorporation, as described in the Company’s definitive proxy statement for the Annual Meeting filed on March 18, 2026 (the “Proxy Statement”) to (a) eliminate supermajority voting provisions contained therein, as well as to eliminate certain inoperative provisions and implement other clarifying and correcting changes, and (b) provide for exculpation of certain of our officers in certain circumstances as permitted by Delaware law. The Charter Amendments became effective upon the filing of the Company’s Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 5, 2026.

Comparable filing

the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved an amendment (the “Charter Amendment”) to the Company’s Restated Certificate of Incorporation to provide stockholders holding a combined 25% or more of the Company’s common stock with the right to request a special meeting of stockholders.

This filing

approved amendments (the “Charter Amendments”) to the Company’s Third Restated Certificate of Incorporation, as described in the Company’s definitive proxy statement for the Annual Meeting filed on March 18, 2026 (the “Proxy Statement”) to (a) eliminate supermajority voting provisions contained therein, as well as to eliminate certain inoperative provisions and implement other clarifying and correcting changes, and (b) provide for exculpation of certain of our officers in certain circumstances as permitted by Delaware law. The Charter Amendments became effective upon the filing of the Company’s Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 5, 2026.

Comparable filing

the amendment increases the number of authorized shares of common stock from 70,000,000 shares to 140,000,000 shares. The amendment became effective upon the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 7, 2026.

This filing

approved amendments (the “Charter Amendments”) to the Company’s Third Restated Certificate of Incorporation, as described in the Company’s definitive proxy statement for the Annual Meeting filed on March 18, 2026 (the “Proxy Statement”) to (a) eliminate supermajority voting provisions contained therein, as well as to eliminate certain inoperative provisions and implement other clarifying and correcting changes, and (b) provide for exculpation of certain of our officers in certain circumstances as permitted by Delaware law. The Charter Amendments became effective upon the filing of the Company’s Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 5, 2026.

Comparable filing

On May 6, 2026, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation, the form of which was included as Appendix B to the Company's definitive Proxy Statement.

This filing

approved amendments (the “Charter Amendments”) to the Company’s Third Restated Certificate of Incorporation, as described in the Company’s definitive proxy statement for the Annual Meeting filed on March 18, 2026 (the “Proxy Statement”) to (a) eliminate supermajority voting provisions contained therein, as well as to eliminate certain inoperative provisions and implement other clarifying and correcting changes, and (b) provide for exculpation of certain of our officers in certain circumstances as permitted by Delaware law. The Charter Amendments became effective upon the filing of the Company’s Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 5, 2026.

Comparable filing

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure contained in

This filing

approved amendments (the “Charter Amendments”) to the Company’s Third Restated Certificate of Incorporation, as described in the Company’s definitive proxy statement for the Annual Meeting filed on March 18, 2026 (the “Proxy Statement”) to (a) eliminate supermajority voting provisions contained therein, as well as to eliminate certain inoperative provisions and implement other clarifying and correcting changes, and (b) provide for exculpation of certain of our officers in certain circumstances as permitted by Delaware law. The Charter Amendments became effective upon the filing of the Company’s Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 5, 2026.

Comparable filing

On April 30, 2026, at the Annual Meeting, upon the recommendation of the Board, the stockholders of the Company approved a proposal to amend and restate the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) to provide for the exculpation of certain of the Company’s officers in specific circumstances, as permitted by Delaware law.

This filing

approved amendments (the “Charter Amendments”) to the Company’s Third Restated Certificate of Incorporation, as described in the Company’s definitive proxy statement for the Annual Meeting filed on March 18, 2026 (the “Proxy Statement”) to (a) eliminate supermajority voting provisions contained therein, as well as to eliminate certain inoperative provisions and implement other clarifying and correcting changes, and (b) provide for exculpation of certain of our officers in certain circumstances as permitted by Delaware law. The Charter Amendments became effective upon the filing of the Company’s Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 5, 2026.

Comparable filing

As previously disclosed, on November 12, 2025, Legato Merger Corp. III, a Cayman Islands exempted company (the “Company”), Einride AB, a limited liability company formed under the laws of Sweden (“Einride”), and Einride Cayman Sub Limited, a Cayman Islands exempted company and a direct, wholly-owned subsidiary of Einride (“Merger Sub”), entered into a Business Combination Agreement (“BCA”). Pursuant to the BCA, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger (“Merger”). As a result of the Merger, Merger Sub will continue as a direct, wholly-owned subsidiary of Einride, with the shareholders of the Company becoming shareholders of Einride. On May 5, 2026, the Company held an extraordinary general meeting (the “Meeting”) to approve the following resolutions: ● to resolve as a special resolution, that the Company’s amended and restated memorandum and articles of association as adopted by special resolution dated February 5, 2024 with effect from Febru

This filing

approved amendments (the “Charter Amendments”) to the Company’s Third Restated Certificate of Incorporation, as described in the Company’s definitive proxy statement for the Annual Meeting filed on March 18, 2026 (the “Proxy Statement”) to (a) eliminate supermajority voting provisions contained therein, as well as to eliminate certain inoperative provisions and implement other clarifying and correcting changes, and (b) provide for exculpation of certain of our officers in certain circumstances as permitted by Delaware law. The Charter Amendments became effective upon the filing of the Company’s Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 5, 2026.

Comparable filing

On May 1, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing.

This filing

approved amendments (the “Charter Amendments”) to the Company’s Third Restated Certificate of Incorporation, as described in the Company’s definitive proxy statement for the Annual Meeting filed on March 18, 2026 (the “Proxy Statement”) to (a) eliminate supermajority voting provisions contained therein, as well as to eliminate certain inoperative provisions and implement other clarifying and correcting changes, and (b) provide for exculpation of certain of our officers in certain circumstances as permitted by Delaware law. The Charter Amendments became effective upon the filing of the Company’s Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 5, 2026.

Comparable filing

On May 5, 2026, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware (the “Certificate of Retirement”) to effect the retirement of the 65,000 shares of Class B Common Stock that were issued but no longer outstanding following the Conversion. Pursuant to Section 243(b) of the DGCL, upon its effectiveness, the Certificate of Retirement had the effect of amending the Certificate of Incorporation to reduce the total number of authorized shares of common stock of the Company by 65,000, to 750,035,000, and to reduce the number of authorized shares of Class B Common Stock by 65,000, to 35,000.