Date of Report (Date of earliest event reported): April 27, 2023
INTUITIVE SURGICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
000-30713
77-0416458
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
1020 Kifer Road
Sunnyvale, California94086
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (408) 523-2100
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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
ISRG
The Nasdaq Global Select Market
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 ☐
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. ¨
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders of Intuitive Surgical, Inc. (“the Company”) voted on the following five proposals, each of which is described in detail in the Proxy Statement filed with the Securities and Exchange Commission on March 10, 2023:
Proposal No. 1: To elect eleven members to the Board to serve a one-year term expiring at the 2024 Annual Meeting of Stockholders:
Nominee
For
Against
Abstain
Broker Non-votes
Craig H. Barratt, Ph.D.
272,570,649
9,717,456
1,404,746
25,189,301
Joseph C. Beery
280,548,625
2,312,274
831,952
25,189,301
Gary S. Guthart, Ph.D.
281,312,707
1,572,730
807,414
25,189,301
Amal M. Johnson
270,219,436
12,123,930
1,349,485
25,189,301
Don R. Kania, Ph.D.
276,881,894
5,992,239
818,718
25,189,301
Amy L. Ladd, M.D.
278,428,941
4,475,013
788,897
25,189,301
Keith R. Leonard, Jr.
280,567,213
2,293,648
831,990
25,189,301
Alan J. Levy, Ph.D.
264,252,132
18,614,155
826,564
25,189,301
Jami Dover Nachtsheim
274,675,509
8,194,039
823,303
25,189,301
Monica P. Reed, M.D.
278,400,074
4,506,085
786,692
25,189,301
Mark J. Rubash
266,431,830
15,904,697
1,356,324
25,189,301
Each of the nominees nominated in Proposal No. 1 was elected.
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.
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. In light of this vote, the Company will include an advisory, non-binding vote on executive compensation in its proxy materials pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, on an annual basis until the next advisory vote on the frequency of advisory votes on executive compensation, which will occur no later than the Company’s 2029 Annual Meeting of Shareholders.
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.
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.
SIGNATURES
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.
INTUITIVE SURGICAL, INC.
Date: May 2, 2023
By:
/S/ JAMIE E. SAMATH
Name:Jamie E. Samath
Title: Senior Vice President and Chief Financial Officer