Boston Scientific (BSX) expands board, approves $5.0B share repurchase plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Boston Scientific Corporation expanded its Board of Directors and significantly increased its share repurchase capacity. The board grew from ten to twelve members with the appointment of Catherine R. Smith, CFO of Starbucks, and Christophe P. Weber, president and CEO of Takeda Pharmaceutical, effective February 18, 2026.
Smith joins the Audit and Nominating and Governance Committees, while Weber joins the Executive Compensation and Human Resources Committee and the Risk, Science and Technology Committee as of February 23, 2026. Each will receive prorated non-employee director compensation, including a cash retainer of approximately $24,663 and an equity award valued at approximately $42,420, vesting at the end of their terms.
The board also approved an increase to the company’s existing common stock repurchase authorization by an additional $4.0 billion, bringing the total authorization to $5.0 billion, all of which remains available under the stock repurchase program.
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Insights
Boston Scientific adds experienced directors and expands its share repurchase authorization to $5 billion.
Boston Scientific increased its board from ten to twelve directors, adding Cathy Smith and Christophe Weber, both with substantial leadership experience in global consumer, healthcare and pharmaceutical businesses. Their committee assignments span audit, governance, compensation, and risk, touching key oversight areas.
The board also boosted the common stock repurchase authorization by an additional
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 18, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||
(Address of principal executive offices) (Zip Code)
(508 ) 683-4000
(Registrant's telephone number, including area code)
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 communication 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February 18, 2026 the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board, increased the number of directors comprising the Board from ten to twelve, and appointed each of Catherine R. Smith and Christophe P. Weber to be a director of the Company, to hold office until the next annual meeting of stockholders, in each case, effective February 18, 2026. The Board further appointed Ms. Smith to serve as a member of the Audit Committee and the Nominating and Governance Committee of the Board, and Mr. Weber to serve as a member of the Executive Compensation and Human Resources Committee and the Risk, Science and Technology Committee of the Board, in each case, effective as of February 23, 2026.
Under the Company’s non-employee director compensation program (the “Program”), each of Ms. Smith and Mr. Weber will receive standard non-employee director compensation, prorated for the time period from the effective date of their appointment to the date of the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), which includes (i) a cash retainer of approximately $24,663 (representing the prorated amount of the Program’s annual cash retainer of $125,000, which can be received in cash or an equity alternative) and (ii) an equity award valued at approximately $42,420 (representing the prorated amount of the Program’s annual grant of equity having a value of $215,000) vesting at the end of their terms. The actual number of shares to be granted to each of Ms. Smith and Mr. Weber will be determined on the date of grant, March 2, 2026, which is the first business day of the month following the month in which they were appointed.
In connection with their appointment to the Board, the Company intends to enter into indemnification agreements with each of Ms. Smith and Mr. Weber in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously filed with the Securities and Exchange Commission.
Neither Ms. Smith nor Mr. Weber have any arrangement or understanding with any other person pursuant to which they were appointed as a director. Neither Ms. Smith nor Mr. Weber have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On February 23, 2026, the Company issued a press release (the “Press Release”) announcing the appointment of Ms. Smith and Mr. Weber to the Board. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
On February 18, 2026, the Board approved an increase to the Company’s existing authorization to repurchase up to $1.0 billion of the Company’s common stock, par value $0.01 per share (“Common Stock”), by an additional $4.0 billion. As a result, the Company is authorized to repurchase up to a total of $5.0 billion of Common Stock under the Company’s stock repurchase program, all of which remains available as of the date hereof.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release issued by Boston Scientific Corporation, dated February 23, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
| Date: | February 23, 2026 | BOSTON SCIENTIFIC CORPORATION | |||||||||
| By: | /s/ Susan Thompson | ||||||||||
| Susan Thompson | |||||||||||
| Vice President, Chief Corporate Counsel and Assistant Secretary | |||||||||||
Exhibit 99.1
Boston Scientific elects Cathy Smith and Christophe Weber to Board of Directors
Marlborough, Mass. (February 23, 2026) -- Boston Scientific Corporation (NYSE: BSX) announced today the election of Cathy Smith and Christophe Weber to its Board of Directors, effective February 18, 2026.
Smith is a seasoned executive with deep expertise in finance, corporate strategy and operational excellence. She currently serves as chief financial officer of Starbucks. Previously, she held chief financial officer roles at Nordstrom, Bright Health, Target, Express Scripts and Walmart, supporting large, complex organizations through periods of significant growth. Smith currently serves on the board of PPG Industries. She holds an MBA from the University of Southern California and a bachelor’s degree in business economics from the University of California, Santa Barbara.
Weber brings extensive global leadership experience across the pharmaceutical industry. He is the president and chief executive officer of Takeda Pharmaceutical since April 2015, retiring in June 2026. He joined Takeda in 2014 as president and chief operating officer. Prior to Takeda, Weber held roles of increasing responsibility in multiple countries at GlaxoSmithKline. He has led large-scale transformations grounded in the principles of patient and customer-centricity, helping global organizations operate more effectively while remaining focused on delivering meaningful outcomes for patients. Weber earned a doctorate in pharmacy from Université de Lyon and has an advanced degree in accounting and finance.
“We are pleased to welcome Cathy and Christophe to the board,” said Mike Mahoney, chairman and chief executive officer, Boston Scientific. “Each brings deep leadership experience, strategic insight and a strong track record of value creation that will support our continued focus on innovation, disciplined growth and improving patient care worldwide.”
The election of Smith and Weber to Boston Scientific’s Board of Directors follows the previously announced retirements of John Sununu and Yoshiaki Fujimori from the board, who will each serve until, and will not stand for re-election at, Boston Scientific’s 2026 annual meeting of stockholders.
About Boston Scientific
Exhibit 99.1
Boston Scientific transforms lives through innovative medical technologies that improve the health of patients around the world. As a global medical technology leader for more than 45 years, we advance science for life by providing a broad range of high-performance solutions that address unmet patient needs and reduce the cost of healthcare. Our portfolio of devices and therapies helps physicians diagnose and treat complex cardiovascular, respiratory, digestive, oncological, neurological and urological diseases and conditions. Learn more at
www.bostonscientific.com and follow us on LinkedIn.
CONTACTS:
Chanel Hastings
Media Relations
+1 (508) 382-0288
Chanel.Hastings@bsci.com
Chanel.Hastings@bsci.com
Lauren Tengler
Investor Relations
Investor Relations
+1 (508) 683-4479
BSXInvestorRelations@bsci.com
FAQ
What corporate actions did Boston Scientific (BSX) announce in this 8-K?
Boston Scientific expanded its board and increased its share repurchase authorization. The company added two new directors, Cathy Smith and Christophe Weber, and raised its common stock buyback authorization to a total of $5.0 billion, all of which remains available under its repurchase program.
How large is Boston Scientific’s updated stock repurchase authorization?
Boston Scientific is authorized to repurchase up to $5.0 billion of common stock. The board added an extra $4.0 billion to a pre-existing $1.0 billion authorization, and the full $5.0 billion remains available for future buybacks under the company’s repurchase program.
Who are the new Boston Scientific (BSX) board members and when did they join?
Catherine R. Smith and Christophe P. Weber joined the Boston Scientific board. Their appointments were effective February 18, 2026, increasing the board from ten to twelve directors and bringing additional finance, strategy, and global pharmaceutical leadership experience to the company’s governance structure.
What compensation will the new Boston Scientific directors receive under the program?
Each new director will receive prorated cash and equity compensation. Cathy Smith and Christophe Weber are set to receive about $24,663 in cash retainer and an equity award valued at about $42,420, reflecting prorated amounts of the standard annual director cash and equity grants.
Which board committees will Cathy Smith and Christophe Weber serve on at Boston Scientific?
Cathy Smith will serve on audit and governance, while Christophe Weber joins compensation and risk committees. Specifically, Smith joins the Audit Committee and Nominating and Governance Committee, and Weber joins the Executive Compensation and Human Resources Committee and the Risk, Science and Technology Committee.
What changes are occurring among existing Boston Scientific (BSX) directors?
Two current directors are retiring at the 2026 annual meeting. The election of Cathy Smith and Christophe Weber follows previously announced retirements of John Sununu and Yoshiaki Fujimori, who will each serve until, and will not stand for re-election at, Boston Scientific’s 2026 annual meeting of stockholders.
Filing Exhibits & Attachments
5 documentsPress Releases
Boston Scien Cp
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Medical Devices
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United States
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