Intuitive Surgical (ISRG) updates bylaws on director nominations and proxy rules

Rhea-AI Filing Summary

Intuitive Surgical, Inc. amended and restated its bylaws on July 23, 2026. The changes allow the company to disregard votes for director nominees submitted by shareholders who do not comply with SEC universal proxy rules, including soliciting holders of 67% of outstanding shares.

The bylaws add expanded disclosure requirements for shareholder director nominations and other business proposals, covering synthetic equity (using SEC-defined terms), investment dates and intent, and proposed bylaw amendment language. Procedural changes limit nominees to the number of seats up for election, require requesting shareholders to be record holders, and require the shareholder to be present in person at meetings.

Additional revisions require any shareholder soliciting proxies to use a non-white proxy card, establish logistics and disclosures for requesting a record date to determine who can call a special meeting, change the voting standard for corporate actions (other than elections) to a majority of votes cast excluding abstentions and broker non-votes, and make conforming technical updates.

8-K Event Classification

2 items: 5.03, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Bylaw amendment date: July 23, 2026 Universal proxy solicitation threshold: 67% of outstanding shares Voting standard for corporate actions: Majority of votes cast +2 more

5 metrics

Bylaw amendment date July 23, 2026 Date the board amended and restated the company’s bylaws

Universal proxy solicitation threshold 67% of outstanding shares Shareholder proponents must solicit holders of 67% of outstanding shares for director nominations

Voting standard for corporate actions Majority of votes cast New standard for corporate actions other than elections, excluding abstentions and broker non-votes

Par value per share $0.001 per share Par value of Intuitive Surgical’s common stock

Amended Bylaws exhibit number 3.1 Exhibit containing the Amended and Restated Bylaws text

Key Terms

universal proxy rules, synthetic equity, broker non-votes, record holder, +2 more

6 terms

universal proxy rules regulatory

"comply with the universal proxy rules adopted by the U.S. Securities"

Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.

synthetic equity financial

"refining disclosures of synthetic equity to utilize SEC-defined terms"

broker non-votes regulatory

"change the voting standard for corporate actions...excluding abstentions and broker non-votes"

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.

record holder regulatory

"requiring that a shareholder be a record holder to request the required questionnaires"

A record holder is the person or institution officially listed in a company’s books as the owner of shares, bonds or other securities on a specific date. Think of it like the name on the registration of a car: being the record holder determines who is eligible for dividends, voting at meetings, or other shareholder rights. Investors care because actions tied to a set date apply only to those recorded as owners.

proxy card regulatory

"require that any shareholder directly or indirectly soliciting proxies...use a proxy card color other than white"

A proxy card is a document that allows shareholders to give someone else the authority to vote on their behalf at a company’s meeting. Think of it as a permission slip that ensures a shareholder’s interests are represented even if they cannot attend in person. For investors, proxy cards are important because they influence company decisions and governance, giving them a way to participate indirectly.

special meeting of shareholders regulatory

"record date to determine who can call a special meeting of shareholders"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Intuitive Surgical (ISRG) change in its bylaws on July 23, 2026?

Intuitive Surgical’s board amended and restated its bylaws, updating rules for shareholder director nominations, proposal disclosures, special meeting logistics, proxy card color, and the voting standard for corporate actions other than elections to a majority of votes cast.

How do the new universal proxy-related bylaws affect ISRG shareholders?

The bylaws let Intuitive Surgical disregard votes for any director nominee submitted without complying with SEC universal proxy rules, including a requirement that shareholder proponents solicit holders of 67% of outstanding shares before their votes are counted.

What new disclosure requirements apply to ISRG shareholder director nominations?

Shareholders nominating directors must provide enhanced disclosures, including synthetic equity holdings using SEC-defined terms, the dates and intent of their investment, and the specific language of any proposed bylaw amendments, along with information otherwise included in the proxy statement.

What is the new voting standard for corporate actions at Intuitive Surgical (ISRG)?

For corporate actions other than director elections, Intuitive Surgical adopted a majority of votes cast standard, expressly excluding abstentions and broker non-votes from the vote count when determining approval of such actions.

How did Intuitive Surgical’s bylaws change proxy card and meeting procedures?

Any shareholder soliciting proxies must now use a proxy card color other than white. The bylaws also require nominating shareholders to be record holders, request nominee questionnaires, and be present in person at shareholder meetings for their business to be considered.

What are the new rules for special shareholder meetings at Intuitive Surgical (ISRG)?

The bylaws outline logistics for shareholders to request a record date to determine who can call a special meeting and require requesting shareholders to provide disclosures similar to those for submitting nominations and proposals at an annual shareholder meeting.

000103526712/31FALSE00010352672026-07-232026-07-2300010352672026-01-012026-07-23

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): July 23, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 23, 2026, the Board of Directors of Intuitive Surgical, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended Bylaws”) to, among other things:

i.allow the Company to disregard votes for any nominee made by a shareholder that do not comply with the universal proxy rules adopted by the U.S. Securities and Exchange Commission (“SEC”), including the requirement for shareholder proponents to solicit holders of 67% of outstanding shares;

ii.clarify and enhance disclosures in connection with shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings, including by (a) refining disclosures of synthetic equity to utilize SEC-defined terms, (b) adding disclosures about the dates and intent of the shareholder’s investment, and (c) requiring the language of any bylaw amendments and information otherwise in the proxy statement;

iii.clarify and enhance procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings, including by (a) prohibiting nomination of more candidates than the number of directors up for election at the applicable meeting, (b) requiring that a shareholder be a record holder to request the required questionnaires for a nominee to complete, and (c) requiring the shareholder be present in person at the shareholder meeting;

iv.require that any shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white;

v.provide logistics for shareholders to request a record date to determine who can call a special meeting of shareholders and require disclosures from the requesting shareholder similar to those for submitting nominations and proposals at an annual meeting of shareholders;

vi.change the voting standard for corporate actions (other than elections) to a majority of votes cast (excluding abstentions and broker non-votes); and

vii.make certain other technical amendments to conform to applicable law.

The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws filed as Exhibit 3.1 hereto, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Amended and Restated Bylaws of Intuitive Surgical, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 27, 2026

By:

/s/ JAMIE E. SAMATH

Name: Jamie E. Samath

Title: Executive Vice President, Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 333.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB