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)
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DELAWARE |
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1-11083 |
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04-2695240 |
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(State or other |
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(Commission |
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(IRS employer |
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jurisdiction of |
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file number) |
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identification no.) |
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incorporation) |
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300 Boston Scientific Way, Marlborough, Massachusetts |
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01752-1234 |
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(Address of principal executive offices) |
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(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.
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Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Nelda J. Connors |
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1,160,360,773 |
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3,898,512 |
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46,966,996 |
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Charles J. Dockendorff |
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1,160,410,669 |
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3,848,616 |
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46,966,996 |
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Yoshiaki Fujimori |
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1,160,410,929 |
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3,848,356 |
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46,966,996 |
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Donna A. James |
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1,159,300,583 |
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4,958,702 |
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46,966,996 |
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Edward J. Ludwig |
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1,158,566,976 |
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5,692,309 |
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46,966,996 |
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Stephen P. MacMillan |
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1,159,538,636 |
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4,720,649 |
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46,966,996 |
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Michael F. Mahoney |
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1,130,169,379 |
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34,089,906 |
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46,966,996 |
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David J. Roux |
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1,160,896,524 |
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3,362,761 |
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46,966,996 |
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John E. Sununu |
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1,155,148,097 |
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9,111,188 |
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46,966,996 |
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Ellen M. Zane |
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1,159,361,108 |
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4,898,177 |
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46,966,996 |
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(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.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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1,131,879,610 |
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30,329,003 |
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2,050,672 |
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46,966,996 |
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(3) The advisory vote on the frequency of an advisory vote to approve the compensation of the Company’s “Named Executive Officers.”
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One Year |
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Two Years |
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Three Years |
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Abstain |
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Broker Non-Votes |
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1,024,944,991 |
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3,262,639 |
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134,701,705 |
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1,349,950 |
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46,966,996 |
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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.
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For |
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Against |
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Abstain |
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1,199,107,187 |
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10,976,016 |
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1,143,078 |
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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.
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May 11, 2017 |
BOSTON SCIENTIFIC CORPORATION | |
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By: |
/s/ Vance R. Brown |
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Vance R. Brown |
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Vice President and Chief Corporate Counsel |