STOCK TITAN
  1. Home
  2. Sec-filings
  3. isrg
  4. [8-K] INTUITIVE SURGICAL INC Reports Material Event

Intuitive Surgical (NASDAQ: ISRG) boosts $5B buyback and extends 2010 incentive plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Intuitive Surgical, Inc. increased the authorized amount under its common stock repurchase program to an aggregate $5.0 billion, to be funded with cash, cash equivalents, and investments. Repurchases may occur over time through open-market and other transactions and may be suspended or discontinued at any time.

At its April 30, 2026 annual meeting, stockholders elected ten directors, approved on an advisory basis the compensation of named executive officers, ratified PricewaterhouseCoopers LLP as auditor for the year ending December 31, 2026, and approved an amendment and restatement of the 2010 Incentive Award Plan.

The amended plan increases shares reserved for awards from 120,350,000 to 125,350,000, extends the plan term to January 29, 2036, and further specifies how awards are treated in a change in control.

Positive

  • None.

Negative

  • None.

Insights

Intuitive Surgical adds a $5B buyback and more equity capacity while routine governance items pass.

Intuitive Surgical expanded its common stock repurchase authorization to an aggregate $5.0 billion. Management may execute repurchases via open-market trades, privately negotiated deals, accelerated share repurchases, issuer self-tender offers, or other methods, and can suspend or discontinue activity as conditions change.

Stockholders also approved an amended 2010 Incentive Award Plan, increasing shares reserved for equity awards from 120,350,000 to 125,350,000 and extending the plan to January 29, 2036. This supports ongoing employee and executive equity compensation. All director nominees were elected, say-on-pay passed, and PricewaterhouseCoopers LLP was ratified as auditor.

The company includes detailed forward-looking statement language around the buyback, noting that macroeconomic conditions, hospital spending, and geopolitical events could affect actual repurchase activity. Future company filings may show how much of the $5.0 billion authorization is ultimately used.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Repurchase authorization $5.0 billion Aggregate amount under common stock repurchase program
Incentive plan share reserve (new) 125,350,000 shares Shares reserved for issuance under amended 2010 Incentive Award Plan
Incentive plan share reserve (prior) 120,350,000 shares Previous shares reserved under 2010 Incentive Award Plan
Plan term extension January 29, 2036 Expiration date of amended 2010 Incentive Award Plan
Say-on-pay votes for 265,030,878 shares Advisory approval of named executive officer compensation
Auditor ratification votes for 308,789,950 shares Ratification of PricewaterhouseCoopers LLP for 2026
Incentive plan approval votes for 260,005,547 shares Approval of amended and restated 2010 Incentive Award Plan
Amended and Restated 2010 Incentive Award Plan financial
"the amendment and restatement of the Company’s Amended and Restated 2010 Incentive Award Plan"
common stock repurchase program financial
"the authorized amount available under the Company’s common stock repurchase program (the “Repurchase Program”)"
A common stock repurchase program is when a company uses cash to buy back its own shares from the market, reducing the number of shares available to outside owners. Think of it like a store buying back coupons so each remaining coupon becomes a slightly larger slice of ownership and potential earnings; for investors, buybacks can raise per-share profits, change ownership percentages, and signal how management chooses to use excess cash, which can affect stock value.
broker non-votes financial
"For | Against | Abstain | Broker Non-votes 265,030,878 | 17,018,702 | 1,141,766 | 29,960,297"
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.
independent registered public accounting firm financial
"to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
forward-looking statements regulatory
"This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
change in control financial
"and (iii) further specifies the treatment of awards in connection with a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Understanding 8-K Material Events →
0001035267false00010352672026-05-042026-05-04

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
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, California 94086
(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))
Securities registered pursuant to Section 12(b) of the Act:
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of the Amendment and Restatement of the Amended and Restated 2010 Incentive Award Plan
The Board of Directors (the “Board”) of Intuitive Surgical, Inc. (the “Company”) previously adopted, subject to stockholder approval, the amendment and restatement of the Company’s Amended and Restated 2010 Incentive Award Plan (the “Amended 2010 Plan”), which (i) increases the number of shares of common stock reserved for issuance pursuant to awards granted under the Amended 2010 Plan from 120,350,000 to 125,350,000, (ii) extends the term of the Amended 2010 Plan to January 29, 2036, and (iii) further specifies the treatment of awards in connection with a change in control. At the Company’s annual meeting of stockholders held on April 30, 2026 (the “Annual Meeting”), the Company’s stockholders approved the Amended 2010 Plan. The foregoing description of the Amended 2010 Plan is qualified in its entirety by reference to the text of the Amended 2010 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07.Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders of the Company voted on the following four proposals, each of which is described in detail in the Proxy Statement filed with the Securities and Exchange Commission on March 13, 2026.
Proposal No. 1: To elect ten members to the Board to serve until the 2027 Annual Meeting of Stockholders:
NomineeForAgainstAbstainBroker Non-votes
Craig H. Barratt, Ph.D.273,151,2539,610,497429,59629,960,297
Joseph C. Beery279,266,1733,681,570243,60329,960,297
Lewis Chew
280,295,9272,642,396253,02329,960,297
Gary S. Guthart, Ph.D.275,475,0817,290,853425,41229,960,297
Sreelakshmi Kolli
279,743,4463,073,396374,50429,960,297
Amy L. Ladd, M.D.281,543,2891,419,140228,91729,960,297
Keith R. Leonard, Jr. 281,592,2961,349,981249,06929,960,297
Jami Dover Nachtsheim278,111,7614,669,399410,18629,960,297
Monica P. Reed, M.D.276,888,7766,086,984215,58629,960,297
David J. Rosa282,229,466736,120225,76029,960,297
Each of the nominees listed 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:
ForAgainstAbstainBroker Non-votes
265,030,87817,018,7021,141,76629,960,297
Proposal No. 2 was approved on an advisory basis.
Proposal No. 3: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
ForAgainstAbstain
308,789,9504,067,630294,063
Proposal No. 3 was approved.
Proposal No. 4: To approve the amendment and restatement of the Company’s Amended and Restated 2010 Incentive Award Plan:
ForAgainstAbstainBroker Non-votes
260,005,54722,129,0321,056,76729,960,297
Proposal No. 4 was approved.


Item 7.01.
Regulation FD Disclosure.
On April 30, 2026, the Board increased the authorized amount available under the Company’s common stock repurchase program (the “Repurchase Program”) to an aggregate of $5.0 billion, including amounts remaining under previous authorization.
The timing and total amount of repurchases will depend upon market conditions and may be made from time to time in open market purchases, privately negotiated transactions, accelerated share repurchase programs, issuer self-tender offers or otherwise, as determined by the Company’s management. The repurchases will be made in compliance with, and at such times as permitted by, federal securities law and may be suspended or discontinued at any time. The Repurchase Program does not obligate the Company to acquire any particular amount of common stock. The Company expects to fund the Repurchase Program through cash, cash equivalents, and investments.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to expectations concerning matters that are not historical facts. Statements using words such as “estimates,” “projects,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “may,” “will,” “could,” “should,” “commit,” “would,” “seek,” “potential,” “targeted,” and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, the following: statements regarding the potential repurchase by the Company of up to $5.0 billion of its common stock and the timing and form of stock repurchase transactions; the Company's ability to suspend or discontinue repurchases; the Company's intent to make repurchases in compliance with federal securities law; and the source of funds used for such repurchases. These forward-looking statements are necessarily estimates reflecting the judgment of the Company’s management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements should be considered in light of various important factors, including, but not limited to, the following: the overall macroeconomic environment, which may impact customer spending and the Company’s costs, including tariffs, the levels of inflation, and interest rates; the conflict in Ukraine; conflicts in the Middle East, including those involving Israel and Iran; disruption to the Company’s supply chain, including increased difficulties in obtaining a sufficient supply of materials; curtailed or delayed capital spending by hospitals; and the impact of global and regional economic and credit market conditions on healthcare spending. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report and which are based on current expectations and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those risk factors identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as updated by the Company’s other filings with the Securities and Exchange Commission. The Company’s actual results may differ materially and adversely from those expressed in any forward-looking statement, and the Company undertakes no obligation to publicly update or release any revisions to these forward-looking statements, except as required by law.


Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberDescription
10.1
Intuitive Surgical, Inc. Amended and Restated 2010 Incentive Award Plan, as amended and restated.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INTUITIVE SURGICAL, INC.
Date: May 4, 2026By:/s/ JAMIE E. SAMATH
     Name: Jamie E. Samath
Title: Executive Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What stock repurchase authorization did Intuitive Surgical (ISRG) approve?

Intuitive Surgical increased its common stock repurchase program to an aggregate authorization of $5.0 billion. Repurchases may occur over time via open-market purchases, privately negotiated transactions, accelerated share repurchase programs, issuer self-tender offers, or other methods, and may be suspended or discontinued at any time.

How did Intuitive Surgical (ISRG) change its 2010 Incentive Award Plan?

Stockholders approved an amended and restated 2010 Incentive Award Plan that raises reserved shares from 120,350,000 to 125,350,000. The amendment also extends the plan term to January 29, 2036 and further defines how awards are treated in a change in control.

Which proposals passed at Intuitive Surgical’s 2026 annual meeting?

All four proposals passed. Stockholders elected ten directors, approved on an advisory basis the compensation of named executive officers, ratified PricewaterhouseCoopers LLP as auditor for the year ending December 31, 2026, and approved the amended and restated 2010 Incentive Award Plan increasing share reserves and extending its term.

What were the voting results for Intuitive Surgical’s say-on-pay proposal?

For the advisory vote on executive compensation, 265,030,878 shares voted for, 17,018,702 against, and 1,141,766 abstained. There were 29,960,297 broker non-votes. The proposal was approved, indicating stockholder support for the company’s named executive officer compensation program.

Did Intuitive Surgical (ISRG) ratify its independent auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Intuitive Surgical’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 308,789,950 shares voting for, 4,067,630 against, and 294,063 abstaining on the ratification proposal.

How many votes supported Intuitive Surgical’s amended incentive plan?

The proposal to approve the amended and restated 2010 Incentive Award Plan received 260,005,547 votes for, 22,129,032 against, and 1,056,767 abstentions, with 29,960,297 broker non-votes. This approval allows increased share reserves and extends the plan term to January 29, 2036.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents