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

On January 28, 2021, the Board of Directors (the "Board") 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 provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) is the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of the Company's directors, officers, or stockholders to the Company or to the Company's stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law or the Company's certificate of incorporation or bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine. In addition, pursuant to the Amended Bylaws, unless the Company consents in writing to the selection of an alternate forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The foregoing description of the Amended Bylaws 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)

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