Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(e) Compensatory Arrangements of Certain Officers





As part of the ongoing evaluation of its executive compensation programs, the
Executive Compensation and Human Resources Committee of the Board of Directors
of Boston Scientific Corporation (the "Company"), reviewed the existing form of
Change in Control Agreement for executive officers below the chief executive
officer level and approved certain modifications to better align executive
compensation with increasing stockholder value following a change in control. On
May 3, 2022, the Executive Compensation and Human Resources Committee approved
changes to the form of Change in Control Agreement for executive officers below
the chief executive officer level ("Revised Change in Control Agreements"). The
Revised Change in Control Agreements provide for a cash severance payment amount
following a change in control (as defined under the Revised Change in Control
Agreements) of two times base salary and bonus, as calculated under the
agreement, instead of three times base salary and bonus, as provided for under
the agreements prior to amendment.

The Company intends to ask each of its eligible executive officers to execute and agree to the terms of the Revised Change in Control Agreements upon the expiration of their existing Change in Control Agreements.





A copy of the form of Revised Change in Control Agreement is filed as Exhibit
10.1 hereto and incorporated by reference. This summary does not purport to be
complete and is subject to and qualified in its entirety by reference to the
full text of the form of Revised Change in Control Agreement.

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

(a) The Company held the Annual Meeting in a virtual-only format via live


     webcast.

(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 2023 Annual Meeting of Stockholders and until
their successors have been elected and qualified.



Nominee                                 For              Against          Abstain        Broker Non-Votes
Nelda J. Connors                    1,184,941,114       25,966,939         795,391           33,421,847
Charles J. Dockendorff              1,101,021,316       109,957,955        724,173           33,421,847
Yoshiaki Fujimori                   1,188,823,285       22,159,948         720,211           33,421,847
Donna A. James                      1,180,887,240       30,080,716         735,488           33,421,847
Edward J. Ludwig                    1,177,537,388       33,454,632         711,424           33,421,847
Michael F. Mahoney                  1,130,551,001       75,373,897        5,778,546          32,421,847
David J. Roux                       1,164,971,131       44,614,802        2,117,511          33,421,847
John E. Sununu                      1,171,099,286       39,832,624         771,534           33,421,847

David S. Wichmann                   1,191,954,790       19,022,372        

726,282           33,421,847
Ellen M. Zane                       1,122,386,967       88,625,966         690,511           33,421,847




(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
1,085,193,759    124,111,318    2,398,367      33,421,847

(3) The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2022 fiscal year was ratified.





     For           Against     Abstain
1,185,136,735    59,317,844    670,712






 (4)   The amendment and restatement of the Company's 2006 Global Employee Stock
Ownership Plan to, among other things, rename the plan as the Company's Employee
Stock Purchase Plan and add an additional 10,000,000 shares to the plan, was
approved.





     For          Against     Abstain    Broker Non-Votes
1,208,792,725    2,434,876    475,843      33,421,847

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits



Exhibit No. Description



  10.1        Form of EC Non-CEO Change in Control Agreement

  10.2        Boston Scientific Corporation Employee Stock Purchase Plan, Amended
            and Restated Effective as of July 1, 2022

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

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