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Boston Scientific 8-K 2017

Documents found in this filing:

  1. 8-K
  2. 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 9, 2017

 

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in charter)

 

DELAWARE

 

1-11083

 

04-2695240

(State or other

 

(Commission

 

(IRS employer

jurisdiction of

 

file number)

 

identification no.)

incorporation)

 

 

 

 

 

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:

 

o   Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   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   o

 

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.   o

 

 

 



 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

(a)           Boston Scientific Corporation (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on May 9, 2017 at its Corporate Headquarters located in Marlborough, Massachusetts.

 

(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 Company’s Board of Directors for a one-year term to hold office until the Company’s 2018 Annual Meeting of Stockholders and until their successors have been elected and qualified.

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

Nelda J. Connors

 

1,160,360,773

 

3,898,512

 

46,966,996

 

Charles J. Dockendorff

 

1,160,410,669

 

3,848,616

 

46,966,996

 

Yoshiaki Fujimori

 

1,160,410,929

 

3,848,356

 

46,966,996

 

Donna A. James

 

1,159,300,583

 

4,958,702

 

46,966,996

 

Edward J. Ludwig

 

1,158,566,976

 

5,692,309

 

46,966,996

 

Stephen P. MacMillan

 

1,159,538,636

 

4,720,649

 

46,966,996

 

Michael F. Mahoney

 

1,130,169,379

 

34,089,906

 

46,966,996

 

David J. Roux

 

1,160,896,524

 

3,362,761

 

46,966,996

 

John E. Sununu

 

1,155,148,097

 

9,111,188

 

46,966,996

 

Ellen M. Zane

 

1,159,361,108

 

4,898,177

 

46,966,996

 

 

(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

 

1,131,879,610

 

30,329,003

 

2,050,672

 

46,966,996

 

 

(3)                     The advisory vote on the frequency of an advisory vote to approve the compensation of the Company’s “Named Executive Officers.”

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-Votes

 

1,024,944,991

 

3,262,639

 

134,701,705

 

1,349,950

 

46,966,996

 

 

Based on the votes set forth above, the Company’s stockholders approved, on a non-binding, advisory basis, a frequency of One Year for the non-binding, advisory vote on the compensation of the Company’s named executive officers. The Board of Directors considered these voting results and other factors, and has determined that the Company will hold future advisory votes on its executive compensation on an annual basis.

 

(4)                     The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year was ratified.

 

For

 

Against

 

Abstain

 

1,199,107,187

 

10,976,016

 

1,143,078

 

 

2



 

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.

 

May 11, 2017

BOSTON SCIENTIFIC CORPORATION

 

 

 

By:

/s/ Vance R. Brown

 

 

Vance R. Brown

 

 

Vice President and Chief Corporate Counsel

 

3


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