8-K
filed May 5, 2026, 7:59 PM ET
ticker BSX
CIK 0000885725
other material
confidence high
sentiment neutral
materiality 0.50
Boston Scientific stockholders approve charter amendments and ESPP share increase at 2026 annual meeting
BOSTON SCIENTIFIC CORP
- Approved removal of supermajority voting provisions and officer exculpation under Delaware law.
- All 10 director nominees elected with majority votes; no contested seats.
- Ratified Ernst & Young as independent auditor for 2026 fiscal year.
- Approved amendment to Employee Stock Purchase Plan to increase reserved shares.
- Stockholders did not approve proposals to allow 25% shareholders to call special meetings.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BOSTON SCIENTIFIC CORP: Stockholders approved amendments to the Third Restated Certificate of Incorporation to eliminate supermajority voting provisions, implement clarifying changes, and provide for officer exculpation under Delaware law (effective 2026-05-05).
- Change
- charter amendment
- Effective
- 2026-05-05
Exact text from the 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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BOSTON SCIENTIFIC CORP shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm at the 2026-04-30 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
(3) The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year. For Against Abstain Broker Non-Votes 1,169,955,769 116,874,243 4,835,910 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BOSTON SCIENTIFIC CORP shareholders approved Amendment of certificate of incorporation to remove supermajority voting provisions at the 2026-04-30 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
(5) The stockholders approved the amendment of the Company’s Third Restated Certificate of Incorporation to remove supermajority voting provisions. For Against Abstain Broker Non-Votes 1,189,271,431 17,774,053 3,348,909 81,271,529
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BOSTON SCIENTIFIC CORP shareholders approved Amendment of certificate of incorporation to provide for exculpation of officers at the 2026-04-30 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
(6) The stockholders approved the amendment of the Company’s Third Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by Delaware law. For Against Abstain Broker Non-Votes 1,057,086,923 150,458,633 2,848,837 81,271,529
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BOSTON SCIENTIFIC CORP shareholders approved Amendment of Employee Stock Purchase Plan to increase shares reserved at the 2026-04-30 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
(4) The stockholders approved the amendment of the Company’s Employee Stock Purchase Plan to increase the number of shares reserved for issuance. For Against Abstain Broker Non-Votes 1,205,130,032 2,818,667 2,445,694 81,271,529
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BOSTON SCIENTIFIC CORP shareholders approved Election of 10 director nominees at the 2026-04-30 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
(1) All 10 director nominees were elected to the Board for a one-year term, to hold office until the Company’s 2027 Annual Meeting of Stockholders and until their successors have been elected and qualified. Nominee For Against Abstain Broker Non-Votes David C. Habiger 1,037,805,652 169,730,106 2,858,635 81,271,529 Edward J. Ludwig 1,156,469,560 50,835,636 3,089,197 81,271,529 Michael F. Mahoney 1,113,612,016 93,613,027 3,169,350 81,271,529 Jessica L. Mega 1,196,020,676 11,532,045 2,841,672 81,271,529 Susan E. Morano 1,171,890,417 35,662,932 1,841,044 81,271,529 Cheryl Pegus 1,195,889,562 11,653,832 2,850,999 81,271,529 Cathy R. Smith 1,117,908,896 88,044,911 4,440,586 81,271,529 Christophe P. Weber 1,205,365,637 2,260,256 2,768,500 81,271,529 David S. Wichmann 1,198,736,185 8,393,038 3,265,170 81,271,529 Ellen M. Zane 1,150,092,668 56,753,553 3,548,172 81,271,529
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BOSTON SCIENTIFIC CORP shareholders rejected Amendment to permit stockholders owning 25% to call special meeting at the 2026-04-30 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2026-04-30
Exact text from the filing
(7) The stockholders did not approve the amendment of the Company’s Third Restated Certificate of Incorporation and Amended and Restated By-Laws to permit stockholders owning not less than 25% of the Company’s common stock to call a special meeting of stockholders. For Against Abstain Broker Non-Votes 1,095,371,430 20,945,183 94,077,780 81,271,529
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BOSTON SCIENTIFIC CORP shareholders approved Advisory vote on executive compensation at the 2026-04-30 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
(2) The stockholders approved, on an advisory basis, the compensation of the Company’s “Named Executive Officers” as disclosed in the Company’s proxy statement for the Annual Meeting. For Against Abstain Broker Non-Votes 1,096,889,576 110,645,813 2,859,004 81,271,529
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BOSTON SCIENTIFIC CORP shareholders rejected Stockholder proposal to give shareholders ability to call special meeting at the 2026-04-30 meeting.
- Outcome
- failed
- Meeting
- 2026-04-30
Exact text from the filing
(8) The stockholders did not approve the stockholder proposal titled “Give Shareholders the Ability to Call for a Special Shareholder Meeting.” For Against Abstain Broker Non-Votes 516,140,863 689,739,605 4,513,925 81,271,529
View on SEC.gov
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