---
schema_version: "secwatch.filing_event.v1"
accession: "0001035267-23-000133"
form_type: "8-K"
ticker: "ISRG"
cik: "0001035267"
company_name: "INTUITIVE SURGICAL INC"
filed_at: "2023-05-02T23:59:59+00:00"
generated_at: "2026-06-16T02:30:02.196817+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Intuitive Surgical shareholders elect all 11 directors and approve say-on-pay at annual meeting

## Summary
- All 11 director nominees elected; top vote-getter Gary Guthart received ~281.3M for, ~1.57M against.
- Advisory say-on-pay passed with 256.3M for (90.4% of votes cast excluding broker non-votes).
- Annual frequency for advisory vote on exec compensation approved with 280.2M for 1-year option.
- Ratification of PwC as auditor for FY2023 passed with 306.7M for, 1.2M against.
- Shareholder proposal on pay equity disclosure rejected with 181.0M against vs 98.8M for.

## SEC filing metadata
- accession: 0001035267-23-000133
- form_type: 8-K
- ticker: ISRG
- cik: 0001035267
- company_name: INTUITIVE SURGICAL INC
- filed_at: 2023-05-02T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1035267/000103526723000133/0001035267-23-000133-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1035267/000103526723000133/isrg-20230427.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001035267-23-000133
- JSON: https://secwatch.observer/filing/0001035267-23-000133.json
- Plain text: https://secwatch.observer/filing/0001035267-23-000133.txt

## Key facts
- Shareholder Votes
  INTUITIVE SURGICAL INC shareholders approved To consider and approve, on an advisory basis, the compensation of the Company's Named Executive Officers as disclosed in the Proxy Statement.
  - Proposal: say on pay
  - Outcome: passed
  source text: 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 256,335,720 23,958,341 3,398,790 25,189,301 Proposal No. 2 was approved on an advisory basis.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1035267/000103526723000133/0001035267-23-000133-index.htm
- Shareholder Votes
  INTUITIVE SURGICAL INC shareholders rejected To consider and vote upon a stockholder proposal regarding pay equity disclosure.
  - Outcome: failed
  source text: Proposal No. 5 : To consider and vote upon a stockholder proposal regarding pay equity disclosure: For Against Abstain Broker Non-votes 98,764,665 180,992,684 3,935,502 25,189,301 Proposal No. 5 was rejected.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1035267/000103526723000133/0001035267-23-000133-index.htm
- Shareholder Votes
  INTUITIVE SURGICAL INC shareholders approved To elect eleven members to the Board to serve a one-year term expiring at the 2024 Annual Meeting of Stockholders.
  - Proposal: director election
  - Outcome: passed
  source text: Proposal No. 1 : To elect eleven members to the Board to serve a one-year term expiring at the 2024 Annual Meeting of Stockholders:
  evidence_url: https://www.sec.gov/Archives/edgar/data/1035267/000103526723000133/0001035267-23-000133-index.htm
- Shareholder Votes
  INTUITIVE SURGICAL INC shareholders approved To consider and approve, on an advisory basis, the frequency of the advisory vote on the compensation of the Company's Named Executive Officers as disclosed in the Proxy Statement.
  - Proposal: say on pay frequency
  - Outcome: passed
  source text: Proposal No. 3 : To consider and approve, on an advisory basis, the frequency of the advisory vote on the compensation of the Company's Named Executive Officers as disclosed in the Proxy Statement: 1 Year 2 Years 3 Years Abstain Broker Non-votes 280,214,412 229,749 2,745,574 503,116 25,189,301 The annual frequency was approved on an advisory basis.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1035267/000103526723000133/0001035267-23-000133-index.htm
- Shareholder Votes
  INTUITIVE SURGICAL INC shareholders approved To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-12-31 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-12-31
  source text: Proposal No. 4 : To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023: For Against Abstain 306,654,434 1,157,337 1,070,381 Proposal No. 4 was approved.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1035267/000103526723000133/0001035267-23-000133-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.