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 product pipeline investments, global expansion, and operational excellence.

• Board composition refreshed with two new directors, enhancing global leadership and expertise.

• Continued commitment to ESG, employee engagement, and sustainability, with measurable progress in environmental and social goals.

Voting matters and shareholder proposals

• Election of ten directors for a one-year term.

• Advisory vote to approve executive compensation (say-on-pay).

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

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

• 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, opposed by the Board.

Board of directors and corporate governance

• Board is 90% independent, with diverse skills in healthcare, finance, technology, and global operations.

• Annual board and committee self-evaluations conducted with third-party facilitation.

• Lead Independent Director structure maintained; board refreshment and succession planning emphasized.

• Proxy access and advance notice provisions for director nominations.