Boston Scientific : Description Current report filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 9, 2019

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in charter)

DELAWARE	1-11083	04-2695240
(State or other	(Commission	(IRS employer
jurisdiction of incorporation)	file number)	identification no.)
300 Boston Scientific Way, Marlborough, Massachusetts		01752-1234
(Address of principal executive offices)		(Zip code)
Registrant's telephone number, including area code:	[phone]

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:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

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

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
	Certain Officers.

(c)On May 9, 2019, the Board of Directors (the "Board") of Boston Scientific Corporation (the "Company") appointed Jonathan Monson as Vice President, Global Controller and Chief Accounting Officer, effective July 1, 2019. Mr. Monson currently serves as Vice President of Finance and Controller of the Company's Urology and Pelvic Health business, a position he has held since April 2016. Prior to serving in his current role, Mr. Monson was Vice President of Corporate Accounting at the Company from September 2008 through March 2016.

Item 5.03

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

In February 2019, the Board voted unanimously to approve, subject to stockholder approval, and to recommend to our stockholders that they approve, an amendment and restatement of the Company's By-Laws to implement a majority vote standard in uncontested director elections and to modify our existing director resignation policy to be consistent with the majority vote standard. Our stockholders approved this amendment and restatement of the By-Laws, as recommended by the Board, at the 2019 Annual Meeting of Stockholders (the "Annual Meeting") on May 9, 2019. The By-Laws, as so amended, require each incumbent nominee who does not receive the majority vote in an uncontested election to promptly tender his or her resignation following certification of the stockholder vote. Our Board will then decide whether to accept the resignation, based on the recommendation of the Nominating and Governance Committee, within 90 days following certification of the stockholder vote and will disclose its determination and its reasoning either in a press release or a filing with the Securities and Exchange Commission. A plurality voting standard remains applicable to any election in which the number of director nominees is greater than the number of director positions open for election.

On May 9, 2019, the Board amended the By-Laws to adopt proxy access by-laws, which are included as a new Article X of the Amended and Restated By-Laws. The Company's proxy access by-laws permit a stockholder, or a group of up to 20 stockholders, owning at least 3% of the Company's outstanding common stock continuously for at least three years to nominate and include in the Company's proxy materials for its Annual Meetings (beginning with the 2020 Annual Meeting) director nominees constituting up to the greater of two individuals or 20% of the Company's Board of Directors, provided that the stockholder and the nominee(s) satisfy specified requirements.

The Amended and Restated By-Laws became effective on May 9, 2019. The foregoing summary of the Amended and Restated By-Laws is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a)The Company held the Annual Meeting on May 9, 2019 at its Corporate Headquarters located in Marlborough, Massachusetts.

(b)The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.

(1)All ten director nominees were elected to the Board for a one-year term to hold office until the Company's 2020 Annual Meeting of Stockholders and until their successors have been elected and qualified.

Nominee		For		Withheld		Broker Non-Votes
Nelda J. Connors		1,190,572,838		14,084,250		50,011,494
Charles J. Dockendorff		1,190,153,370		14,503,718		50,011,494
Yoshiaki Fujimori		1,202,141,583		2,515,505		50,011,494
			2

Donna A. James	1,192,155,622	12,501,466	50,011,494
Edward J. Ludwig	1,201,078,101	3,578,987	50,011,494
Stephen P. MacMillan	1,200,667,934	3,989,154	50,011,494
Michael F. Mahoney	1,172,983,785	31,673,303	50,011,494
David J. Roux	1,201,426,544	3,230,544	50,011,494
John E. Sununu	1,196,084,078	8,573,010	50,011,494
Ellen M. Zane	1,197,717,106	6,939,982	50,011,494

(2)The advisory vote on the compensation for the Company's "Named Executive Officers" as disclosed in the Company's proxy statement for the Annual Meeting was approved.

For		Against		Abstain		Broker Non-Votes
1,137,319,268		64,473,408		2,864,412		50,011,494

(3)The amendment and restatements of the Company's By-Laws to provide for a majority vote standard in uncontested director elections was approved.

For		Against		Abstain		Broker Non-Votes
1,201,808,813		1,987,926		860,349		50,011,494

(4)The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2019 fiscal year was ratified.

	For	Against		Abstain
	1,221,516,525		32,622,797		529,260
Item 9.01	Financial Statements and Exhibits.

(d)Exhibits

3.1Amended and Restated By-Laws of the Company

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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.

May 15, 2019	BOSTON SCIENTIFIC CORPORATION
	By: /s/ Vance R. Brown

Vance R. Brown

Vice President and Chief Corporate Counsel

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Exhibit 3.1

AMENDED AND RESTATED BY-LAWS

OF

BOSTON SCIENTIFIC CORPORATION

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office.The registered office of the corporation in the State of Delaware shall be at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of the corporation's registered agent at such address shall be Corporation Service Company.

Section 2. Other Offices.The corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meetings.An annual meeting of the stockholders shall be held for the purpose of electing Directors and conducting such other business as may properly come before the meeting. The date, time and place, within or without the State of Delaware, of the annual meeting shall be determined by resolution of the Board of Directors.

Section 2. Special Meetings.Special meetings of stockholders may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings of the stockholders may be called only by the Chairman of the Board or the Chief Executive Officer, or, if there is no Chief Executive Officer, the President, and shall be called within 10 days after receipt of the written request of the Board of Directors, pursuant to a resolution approved by a majority of the Whole Board (as defined below). Any such resolution shall be sent to the Chairman of the Board or Chief Executive Officer, or, if there is no Chief Executive Officer, the President, and the Secretary of the corporation and shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting is limited to the purposes stated in the notice. For the purposes of these By-Laws, the term "Whole Board" is defined as the total number of Directors which the corporation would have if there were no vacancies.

Section 3. Notice.Written or printed notice of every annual or special meeting of the stockholders, stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the Chairman of the Board or the Chief Executive Officer, or if there is no Chief Executive Officer, the President, or the Board of Directors, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at his or her address as it appears on the records of the corporation, with postage prepaid. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Stockholders List.The officer having charge of the stock ledger of the corporation shall make, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, specifying the address of and the number of shares registered in the name of each stockholder.

Section 5. Quorum.The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders except as otherwise provided by statute or by the Certificate of Incorporation. If a quorum is not present, the holders of the shares present in person or represented by proxy at the meeting, and entitled to vote thereat, shall have the power, by the affirmative vote of the holders of a majority of such shares, to adjourn the meeting to another date, time and/or place, without notice other than announcement at the meeting at which the adjournment was taken, until a quorum shall be present or represented.

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