Form 8-K - Current report

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): July 30, 2024

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-11083

04-2695240

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

300 Boston Scientific Way, Marlborough, Massachusetts 01752-1234

(Address of principal executive offices) (Zip Code)

(508) 683-4000

(Registrant's telephone number, including area code)

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 communication 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))

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

0.625% Senior Notes due 2027

BSX27

New York Stock Exchange

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 ☐

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. ☐

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

On July 30, 2024, the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”), upon recommendation of the Nominating and Governance Committee of the Board, increased the number of directors comprising the Board from ten to eleven, and appointed David C. Habiger, to be a director of the Company, to hold office until the next annual meeting of stockholders, effective July 30, 2024. The Board further appointed Mr. Habiger to serve as a member of the Audit Committee and the Executive Compensation and Human Resources Committee of the Board.

Under the Company’s non-employee director compensation program (the “Program”), Mr. Habiger will receive standard non-employee director compensation, prorated for the time period from the effective date of his appointment to the date of the Company’s 2025 annual meeting of stockholders, which includes (i) a cash retainer of approximately $94,175 (representing the prorated amount of the Program’s cash retainer of $125,000, which can be received in cash or an equity alternative) and (ii) an equity award valued at approximately $161,981 (representing the prorated amount of the Program’s annual grant of equity having a value of $215,000), which vests at the end of his term. The actual number of shares to be granted to Mr. Habiger will be determined on the date of grant, August 1, 2024, which is the first business day of the month following the month in which he was appointed.

In connection with his appointment to the Board, the Company intends to enter into an indemnification agreement with Mr. Habiger in substantially the same form as the Company has entered with each of the Company’s existing directors and as previously filed with the Securities and Exchange Commission.

Mr. Habiger does not have any arrangement or understanding with any other person pursuant to which he was appointed as a director, nor does he have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On July 30, 2024, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Habiger to the Board. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposed of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release issued by Boston Scientific Corporation, dated July 30, 2024

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

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.


Date:	July 30, 2024	BOSTON SCIENTIFIC CORPORATION

		By:	/s/ Susan Thompson
			Susan Thompson
			Vice President, Chief Corporate Counsel and Assistant Secretary

Exhibit 99.1

Boston Scientific Elects David Habiger to Board of Directors

MARLBOROUGH, Mass., (July 30, 2024) – Boston Scientific Corporation (NYSE: BSX) announced today the election of David Habiger to its board of directors, effective immediately.

Habiger has more than 30 years of business leadership experience and currently serves as president and chief executive officer of J.D. Power. Prior to joining J.D. Power in 2018, he founded and was a partner of Silicon Media Partners. Earlier in his career, he served as the chief executive officer for multiple private and publicly held technology companies including Textura, NDS Group and Sonic Solutions.

Habiger is a director on the Chicago Federal Reserve Board where he serves on the Governance, Human Resources and SABOR (Systems Activities, Bank Operations and Risk) Committees. He is also a director of several public and private boards and a member of the board of trustees at Rush University Medical Center. Habiger received an M.B.A. from The University of Chicago and a bachelor’s degree in business administration from St. Norbert College.

"We are pleased to expand our board of directors with an accomplished executive who brings a wealth of experience leading technology companies through times of pivotal growth," said Mike Mahoney, chief executive and chairman of the board, Boston Scientific. "We welcome Dave and look forward to his insights as Boston Scientific continues to deliver solutions that transform lives.”

About Boston Scientific

Boston Scientific transforms lives through innovative medical technologies that improve the health of patients around the world. As a global medical technology leader for more than 40 years, we advance science for life by providing a broad range of high-performance solutions that address unmet patient needs and reduce the cost of health care. Our portfolio of devices and therapies helps physicians diagnose and treat complex cardiovascular, respiratory, digestive, oncological, neurological and urological diseases and conditions. Learn more at www.bostonscientific.com and connect on LinkedIn and X, formerly Twitter.

CONTACTS

Media: Investors:

Chanel Hastings Jon Monson

508-382-0288 (office) 508-683-5450 (office)

Media Relations Investor Relations

Boston Scientific Corporation Boston Scientific Corporation

Chanel.Hastings@bsci.com BSXInvestorRelations@bsci.com

Cover Document	Jul. 30, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 30, 2024
Entity Registrant Name	BOSTON SCIENTIFIC CORPORATION
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-11083
Entity Tax Identification Number	04-2695240
Entity Address, Address Line One	300 Boston Scientific Way
Entity Address, City or Town	Marlborough
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01752-1234
City Area Code	508
Local Phone Number	683-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000885725
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	BSX
Security Exchange Name	NYSE
Senior Note due 2027 [Member]
Entity Information [Line Items]
Title of 12(b) Security	0.625% Senior Notes due 2027
Trading Symbol	BSX27
Security Exchange Name	NYSE