INTUITIVE SURGICAL, INC.

(ISRG)
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Delayed Nasdaq  -  04:00 2022-07-01 pm EDT
206.10 USD   +2.69%
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INTUITIVE SURGICAL INC : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

05/03/2022 | 06:11am EDT
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 103,350,000 to 110,350,000, and (ii) extends the term of the Amended 2010
Plan to 2032. At the Company's annual meeting of stockholders held on April 28,
2022 (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 9, 2022:

Proposal No. 1: To elect eleven members to the Board to serve a one-year term expiring at the 2023 Annual Meeting of Stockholders:

         Nominee                   For            Against         Abstain        Broker Non-votes
Craig H. Barratt, Ph.D.        269,902,234       17,995,242      1,768,946          27,101,340
Joseph C. Beery                286,477,787       2,377,010        811,625           27,101,340
Gary S. Guthart, Ph.D.         287,313,108       1,569,095        784,219           27,101,340
Amal M. Johnson                277,110,631       11,395,449      1,160,342          27,101,340
Don R. Kania, Ph.D.            283,591,564       4,819,248       1,255,610          27,101,340
Amy L. Ladd, M.D.              285,101,076       3,766,282        799,064           27,101,340
Keith R. Leonard, Jr.          286,461,445       2,391,073        813,904           27,101,340
Alan J. Levy, Ph.D.            248,548,140       39,516,120      1,602,162          27,101,340
Jami Dover Nachtsheim          282,168,861       6,242,981       1,254,580          27,101,340
Monica P. Reed, M.D.           284,706,559       4,159,997        799,866           27,101,340
Mark J. Rubash                 279,068,945       9,429,925       1,167,552          27,101,340

Each of the nominees nominated 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:

     For            Against         Abstain        Broker Non-votes
 267,571,998       21,437,821       656,603           27,101,340


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, 2022:

     For            Against        Abstain
 314,345,170       1,454,891       967,701


Proposal No. 3 was approved.

Proposal No. 4: To approve the amendment and restatement of the Company's Amended and Restated 2010 Plan:

     For             Against         Abstain        Broker Non-votes

180,248,868 108,416,105 1,001,449 27,101,340

Proposal No. 4 was approved.

--------------------------------------------------------------------------------


This Current Report on Form 8-K contains forward-looking statements. Statements
using words such as "estimates," "projects," "believes," "anticipates," "plans,"
"expects," "intends," "may," "will," "could," "should," "would," "targeted," and
similar words and expressions are intended to identify forward-looking
statements. 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 include, but are not limited to, statements related to the expected
impacts of the COVID-19 pandemic on our business, financial condition, and
results of operations, future results of operations, future financial position,
our financing plans and future capital requirements, our potential tax assets or
liabilities, and statements based on current expectations, estimates, forecasts,
and projections about the economies and markets in which we operate and our
beliefs and assumptions regarding these economies and markets. These
forward-looking statements should be considered in light of various important
factors, including, but not limited to, the following: disruption to our supply
chain, including increased difficulties in obtaining a sufficient supply of
materials in the semiconductor and other markets, the risk that the COVID-19
pandemic could lead to material delays and cancellations of, or reduced demand
for, procedures; curtailed or delayed capital spending by hospitals; closures of
our facilities; delays in surgeon training; delays in gathering clinical
evidence; delays in obtaining new product approvals, clearances, or
certifications from the U.S. Food and Drug Administration ("FDA"); the
evaluation of the risks of robotic-assisted surgery in the presence of
infectious diseases; diversion of resources to respond to COVID-19 outbreaks;
the risk that the COVID-19 virus causes economies in our key markets to enter
prolonged recessions; the impact of global and regional economic and credit
market conditions on healthcare spending; the risk of our inability to comply
with complex FDA and other regulations, which may result in significant
enforcement actions; regulatory approvals, clearances, certifications, and
restrictions or any dispute that may occur with any regulatory body; guidelines
and recommendations in the healthcare and patient communities; healthcare reform
legislation in the U.S. and its impact on hospital spending, reimbursement, and
fees levied on certain medical device revenues; changes in hospital admissions
and actions by payers to limit or manage surgical procedures; the timing and
success of product development and market acceptance of developed products; the
results of any collaborations, in-licensing arrangements, joint ventures,
strategic alliances, or partnerships, including the joint venture with Shanghai
Fosun Pharmaceutical (Group) Co., Ltd.; our completion of and ability to
successfully integrate acquisitions; intellectual property positions and
litigation; competition in the medical device industry and in the specific
markets of surgery in which we operate; risks associated with our operations and
any expansion outside of the United States; unanticipated manufacturing
disruptions or the inability to meet demand for products; our reliance on sole
and single source suppliers; the results of legal proceedings to which we are or
may become a party, including but not limited to product liability claims;
adverse publicity regarding us and the safety of our products and adequacy of
training; the impact of changes to tax legislation, guidance, and
interpretations; changes in tariffs, trade barriers, and regulatory
requirements; and other risk factors. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this press release 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, 2021, as
updated by the Company's other filings with the Securities and Exchange
Commission (including the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2022). We undertake no obligation to publicly update or
release any revisions to these forward-looking statements, except as required by
law.

The information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities under that section and shall not be deemed to be
incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, or the Exchange Act.


Item 9.01.        Financial Statements and Exhibits.


(d) Exhibits.

Exhibit Number            Description
                            Intuitive Surgical, Inc. Amended and Restated 2010 Incentive Award Plan, as
10.1                      amended and restated.
104                       Cover Page Interactive Data File (embedded within the Inline XBRL document).



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