Boston Scientific (BSX) Proxy Filing summary

Executive summary

• Achieved strong financial performance in 2025, exceeding goals and advancing innovation across business units.

• Focused on long-term growth through differentiated product pipeline and global expansion, including new facilities and enhanced supply chain automation.

• Helped improve the lives of over 48 million patients worldwide, supported by 59,000 employees.

• Board welcomed two new directors and recognized retiring members for their service.

Voting matters and shareholder proposals

• Election of ten director nominees for a one-year term.

• Advisory vote to approve executive compensation.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Amendment to Employee Stock Purchase Plan to increase shares reserved for issuance.

• Amendments to Certificate of Incorporation: remove supermajority voting, provide officer exculpation, and allow 25% shareholders to call special meetings.

• Stockholder proposal to allow 10% shareholders to call special meetings, with Board recommending against.

Board of directors and corporate governance

• Board consists of ten nominees with diverse backgrounds in healthcare, finance, technology, and global operations.

• 50% gender diversity among nominees; average age 62.9 years, average tenure 4.9 years.

• 90% of directors are independent; annual board and committee self-evaluations conducted.

• Board leadership structure combines CEO and Chairman roles, with a Lead Independent Director.

• Proxy access and director nomination processes in place for shareholders.