Document


 
 
 
 
 
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): April 20, 2017
   
 
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))

 







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.

Approval of the Amendment and Restatement of the 2000 Employee Stock Purchase Plan
The Board of Directors of Intuitive Surgical, Inc. (the “Company”) previously adopted, subject to stockholder approval, an increase in the number of shares of common stock reserved for issuance under the Company’s 2000 Employee Stock Purchase Plan (the “ESPP”) from 2,030,105 to 2,530,105 (the “ESPP Pool Increase”). At the Company’s Annual Meeting of Stockholders held on April 20, 2017 (the “Annual Meeting”), the Company’s stockholders approved the amendment and restatement of the ESPP including the ESPP Pool Increase. The foregoing description of the ESPP, as amended and restated, is qualified in its entirety by reference to the text of the amended and restated ESPP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Approval of the Amendment and Restatement of the 2010 Incentive Award Plan
The Board of Directors of the Company previously adopted, subject to stockholder approval, an increase in the number of shares of common stock reserved for issuance pursuant to awards granted under the Company’s 2010 Incentive Award Plan (the “2010 Plan”) from 7,050,000 to 8,150,000 (the “Award Pool Increase”). At the Annual Meeting, the Company’s stockholders approved the amendment and restatement of the 2010 Plan including the Award Pool Increase. The foregoing description of the 2010 Plan, as amended and restated, is qualified in its entirety by reference to the text of the amended and restated 2010 Plan, which is filed as Exhibit 10.2 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 six proposals, each of which is described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 3, 2017:

Proposal No. 1: To elect nine members to the Board of Directors to serve a one-year term expiring at the 2018 Annual Meeting of Stockholders:
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-votes
Craig H. Barratt, Ph.D.
 
30,688,030
 
105,961
 
35,128
 
2,831,688
Michael A. Friedman, M.D.
 
30,642,095
 
151,820
 
35,204
 
2,831,688
Gary S. Guthart, Ph.D.
 
30,761,382
 
33,333
 
34,404
 
2,831,688
Amal M. Johnson
 
30,527,556
 
266,767
 
34,796
 
2,831,688
Keith R. Leonard, Jr.
 
30,653,223
 
140,297
 
35,599
 
2,831,688
Alan J. Levy, Ph.D.
 
30,225,998
 
592,503
 
10,618
 
2,831,688
Jami Dover Nachtsheim
 
30,690,851
 
127,636
 
10,632
 
2,831,688
Mark J. Rubash
 
30,648,214
 
145,410
 
35,495
 
2,831,688
Lonnie M. Smith
 
30,491,816
 
301,199
 
36,104
 
2,831,688

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
29,578,088
 
1,223,416
 
27,615
 
2,831,688

Proposal No. 2 was approved on an advisory basis.







Proposal No. 3: To vote, on an advisory basis, on the frequency of the advisory vote on the compensation of the Company’s Named Executive Officers:

1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker Non-votes
28,343,455
 
73,203
 
2,396,952
 
15,509
 
2,831,688

The annual frequency was approved on an advisory basis. In light of this vote, the Company will include an advisory, non-binding vote on executive compensation in its proxy materials pursuant to Section 14A of the Securities Exchange Act of 1934 on an annual basis until the next advisory vote on the frequency of advisory votes on executive compensation, which will occur no later than the Company’s 2023 Annual Meeting of Shareholders.


Proposal No. 4: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017:
For
 
Against
 
Abstain
33,602,781
 
38,894
 
19,132

Proposal No. 4 was approved.


Proposal No. 5: To approve the amendment and restatement of the ESPP:

For
 
Against
 
Abstain
 
Broker Non-votes
30,739,071
 
68,925
 
21,123
 
2,831,688

Proposal No. 5 was approved.


Proposal No. 6: To approve the amendment and restatement of the 2010 Plan:

For
 
Against
 
Abstain
 
Broker Non-votes
21,499,042
 
9,176,176
 
153,901
 
2,831,688

Proposal No. 6 was approved.

Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits
Exhibit Number
  
Description
10.1
 
Intuitive Surgical, Inc. 2000 Employee Stock Purchase Plan, as amended and restated.
10.2
 
Intuitive Surgical, Inc. 2010 Incentive Award Plan, as amended and restated.







SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  
  
  
  
  
  
  
  
  
  
  
  
  
INTUITIVE SURGICAL, INC.
 
 
 
 
 
  
  
 
  
 
  
 
Date: April 25, 2017
  
  
  
By:
  
/s/ Marshall L. Mohr
  
  
  
  
  
  
  
  
  Name: Marshall L. Mohr
  
  
  
  
  
  
  
  
  Title: Senior Vice President and Chief Financial Officer


 
 
 
 
 
 
 
 
 

 





EXHIBIT INDEX
Exhibit No.
  
Description
10.1
 
Intuitive Surgical, Inc. 2000 Employee Stock Purchase Plan, as amended and restated.
10.2
 
Intuitive Surgical, Inc. 2010 Incentive Award Plan, as amended and restated.