Boston Scientific (NYSE: BSX) investors approve charter changes and board slate

Rhea-AI Filing Summary

Boston Scientific Corporation held its 2026 Annual Meeting of Stockholders in a virtual-only format, where stockholders approved key changes to the company’s charter and governance framework. The company’s Fourth Restated Certificate of Incorporation became effective after stockholders voted to remove supermajority voting provisions and to add exculpation protections for certain officers as permitted by Delaware law.

All 10 director nominees were elected for one-year terms, stockholders approved the advisory vote on compensation for named executive officers, and Ernst & Young LLP was ratified as the independent registered public accounting firm for the 2026 fiscal year. Stockholders also approved an amendment to the Employee Stock Purchase Plan to increase shares reserved, while two stockholder proposals related to giving shareholders the ability to call special meetings did not receive sufficient support.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Charter amendment removing supermajority provisions: 1,189,271,431 votes for Officer exculpation charter amendment: 1,057,086,923 votes for Say-on-pay advisory approval: 1,096,889,576 votes for +5 more

8 metrics

Charter amendment removing supermajority provisions 1,189,271,431 votes for Vote to amend Third Restated Certificate of Incorporation

Officer exculpation charter amendment 1,057,086,923 votes for Vote to add exculpation for certain officers

Say-on-pay advisory approval 1,096,889,576 votes for Advisory vote on named executive officer compensation

Auditor ratification votes for EY 1,169,955,769 votes for Ratification of Ernst & Young LLP for 2026 fiscal year

ESPP amendment approval votes 1,205,130,032 votes for Increase in shares reserved under Employee Stock Purchase Plan

Special meeting bylaw amendment votes for 1,095,371,430 votes for Proposal to allow 25% holders to call special meetings (not approved)

Special meeting stockholder proposal votes for 516,140,863 votes for Stockholder proposal on special shareholder meetings (not approved)

Broker non-votes on most items 81,271,529 broker non-votes Common broker non-vote count across several proposals

Key Terms

supermajority voting provisions, exculpation of certain officers, Employee Stock Purchase Plan, broker non-votes, +2 more

6 terms

supermajority voting provisions regulatory

"approved the amendment of the Company’s Third Restated Certificate of Incorporation to remove supermajority voting provisions"

exculpation of certain officers regulatory

"to provide for exculpation of certain officers as permitted by Delaware law"

Employee Stock Purchase Plan financial

"approved the amendment of the Company’s Employee Stock Purchase Plan to increase the number of shares reserved"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes 1,096,889,576 | 110,645,813 | 2,859,004 | 81,271,529"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

virtual-only format other

"The Company held the Annual Meeting on April 30, 2026, in a virtual-only format via live webcast."

An event or meeting held entirely online with no physical location, where participants join via video or web platforms much like choosing a video call instead of meeting in a conference room. For investors this matters because it changes how shareholders access information, ask questions, and cast votes—potentially increasing convenience and lowering costs but also raising concerns about technical access, participation fairness, and the transparency of interactions.

Fourth Restated Certificate of Incorporation regulatory

"complete text of the Fourth Restated Certificate of Incorporation of the Company, which is attached as Exhibit 3.1"

Understanding 8-K Material Events →

000088572512/31false00008857252026-04-302026-04-300000885725us-gaap:CommonStockMember2026-04-302026-04-300000885725bsx:SeniorNotedue2027Member2026-04-302026-04-30

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): April 30, 2026

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-11083

04-2695240

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

    300 Boston Scientific Way, Marlborough, Massachusetts                 01752-1234

    (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

Common Stock, $0.01 par value per share

BSX

New York Stock Exchange

0.625% Senior Notes due 2027

BSX27

New York Stock Exchange

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fisal Year.

On April 30, 2026, the stockholders of Boston Scientific Corporation (the “Company”), at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”), approved amendments (the “Charter Amendments”) to the Company’s Third Restated Certificate of Incorporation, as described in the Company’s definitive proxy statement for the Annual Meeting filed on March 18, 2026 (the “Proxy Statement”) to (a) eliminate supermajority voting provisions contained therein, as well as to eliminate certain inoperative provisions and implement other clarifying and correcting changes, and (b) provide for exculpation of certain of our officers in certain circumstances as permitted by Delaware law. The Charter Amendments became effective upon the filing of the Company’s Fourth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 5, 2026.

The foregoing summary of the Charter Amendments is qualified in its entirety by reference to the complete text of the Fourth Restated Certificate of Incorporation of the Company, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

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

(a)The Company held the Annual Meeting on April 30, 2026, in a virtual-only format via live webcast.

(b) The final voting results for each matter submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below.

(1) All 10 director nominees were elected to the Board for a one-year term, to hold office until the Company’s 2027 Annual Meeting of Stockholders and until their successors have been elected and qualified.

Nominee						For						Against						Abstain						Broker Non-Votes
David C. Habiger						1,037,805,652						169,730,106						2,858,635						81,271,529
Edward J. Ludwig						1,156,469,560						50,835,636						3,089,197						81,271,529
Michael F. Mahoney						1,113,612,016						93,613,027						3,169,350						81,271,529
Jessica L. Mega						1,196,020,676						11,532,045						2,841,672						81,271,529
Susan E. Morano						1,171,890,417						35,662,932						1,841,044						81,271,529
Cheryl Pegus						1,195,889,562						11,653,832						2,850,999						81,271,529
Cathy R. Smith						1,117,908,896						88,044,911						4,440,586						81,271,529
Christophe P. Weber						1,205,365,637						2,260,256						2,768,500						81,271,529
David S. Wichmann						1,198,736,185						8,393,038						3,265,170						81,271,529
Ellen M. Zane						1,150,092,668						56,753,553						3,548,172						81,271,529

(2) The stockholders approved, on an advisory basis, the compensation of the Company’s “Named Executive Officers” as disclosed in the Company’s proxy statement for the Annual Meeting.

For						Against						Abstain						Broker Non-Votes
1,096,889,576						110,645,813						2,859,004						81,271,529

(3) The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

For						Against						Abstain						Broker Non-Votes
1,169,955,769						116,874,243						4,835,910						0

(4) The stockholders approved the amendment of the Company’s Employee Stock Purchase Plan to increase the number of shares reserved for issuance.

For						Against						Abstain						Broker Non-Votes
1,205,130,032						2,818,667						2,445,694						81,271,529

(5) The stockholders approved the amendment of the Company’s Third Restated Certificate of Incorporation to remove supermajority voting provisions.

For						Against						Abstain						Broker Non-Votes
1,189,271,431						17,774,053						3,348,909						81,271,529

(6) The stockholders approved the amendment of the Company’s Third Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by Delaware law.

For						Against						Abstain						Broker Non-Votes
1,057,086,923						150,458,633						2,848,837						81,271,529

(7) The stockholders did not approve the amendment of the Company’s Third Restated Certificate of Incorporation and Amended and Restated By-Laws to permit stockholders owning not less than 25% of the Company’s common stock to call a special meeting of stockholders.

For						Against						Abstain						Broker Non-Votes
1,095,371,430						20,945,183						94,077,780						81,271,529

(8) The stockholders did not approve the stockholder proposal titled “Give Shareholders the Ability to Call for a Special Shareholder Meeting.”

For						Against						Abstain						Broker Non-Votes
516,140,863						689,739,605						4,513,925						81,271,529

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

3.1 Fourth Restated Certificate of Incorporation of Boston Scientific Corporation

10.1 Boston Scientific Corporation Employee Stock Purchase Plan, Amended and Restated effective as of July 1, 2026

104 Cover Page Interactive Data File - the cover page XBRL tags are 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:			May 5, 2026			BOSTON SCIENTIFIC CORPORATION
						By:			/s/ Susan Thompson
									Susan Thompson
									Vice President, Chief Corporate Counsel and Assistant Secretary

FAQ

What governance changes did Boston Scientific (BSX) stockholders approve at the 2026 annual meeting?

Stockholders approved amendments to Boston Scientific’s charter removing supermajority voting provisions and adding officer exculpation as permitted by Delaware law. These changes were implemented through the Fourth Restated Certificate of Incorporation filed after the meeting.

Were all Boston Scientific (BSX) director nominees elected at the 2026 annual meeting?

Yes. All 10 Boston Scientific director nominees were elected to the board for one-year terms, to serve until the 2027 annual meeting and until their respective successors are elected and qualified, based on the final voting results disclosed.

How did Boston Scientific (BSX) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of Boston Scientific’s named executive officers. The advisory say-on-pay proposal received 1,096,889,576 votes for, 110,645,813 votes against, and 2,859,004 abstentions, with 81,271,529 broker non-votes recorded.

Which auditor did Boston Scientific (BSX) stockholders ratify for the 2026 fiscal year?

Stockholders ratified Ernst & Young LLP as Boston Scientific’s independent registered public accounting firm for the 2026 fiscal year, with 1,169,955,769 votes for, 116,874,243 votes against, and 4,835,910 abstentions reported in the final voting results.

What happened with Boston Scientific’s Employee Stock Purchase Plan at the 2026 meeting?

Stockholders approved an amendment to Boston Scientific’s Employee Stock Purchase Plan to increase the number of shares reserved for issuance. The proposal received 1,205,130,032 votes for, 2,818,667 votes against, and 2,445,694 abstentions, plus 81,271,529 broker non-votes.

Did Boston Scientific (BSX) stockholders gain the right to call special meetings in 2026?

No. Stockholders did not approve amendments to permit holders of at least 25% of common stock to call special meetings, and they also did not approve a related stockholder proposal on special shareholder meeting rights at the 2026 annual meeting.

How did Boston Scientific (BSX) shareholders vote on removing supermajority provisions?

Shareholders approved amending the Third Restated Certificate of Incorporation to remove supermajority voting provisions, with 1,189,271,431 votes for, 17,774,053 against, and 3,348,909 abstaining, alongside 81,271,529 broker non-votes as disclosed in the voting results.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 126.1 KB

Other Documents

• EX-3.1 EX-3.1 407.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.2 KB