BSX 8-K Current Reports
BOSTON SCIENTIFIC CORP - 424 current reports
BOSTON SCIENTIFIC CORP 8-K Report, Corporate Update (May 18, 2026)
Boston Scientific Corporation (BSX) announced on May 18, 2026, that it has entered into an Accelerated Share Repurchase (ASR) agreement for $2 billion. This ASR is part of the company's previously authorized $5 billion share repurchase program, leaving $3 billion remaining under this authorization upon completion of the ASR. The ASR involves an initial repurchase of approximately 30.4 million shares, valued at 80% of the repurchase price based on the May 15, 2026 closing price. The final number of shares repurchased will be determined by the volume-weighted average price during the ASR term, subject to discounts and adjustments. The ASR is expected to conclude by June 30, 2026, and is intended to enhance shareholder value by reducing the number of outstanding shares.
BOSTON SCIENTIFIC CORP 8-K Report, Corporate Update (May 18, 2026)
Boston Scientific Corporation (BSX) has announced a significant strategic investment in MiRus LLC, a private company focused on cardiovascular and orthopedic biomaterials and implantable solutions. On May 15, 2026, BSX acquired a 33.75% non-voting equity stake in MiRus for $1.5 billion (inclusive of a prior $100 million payment). This initial investment also grants BSX an exclusive option to acquire 100% of MiRus's TAVR System subsidiary, TAVR-Structural Heart NewCo, for an additional $3.0 billion, contingent upon the achievement of specific clinical and regulatory milestones. The TAVR System is a transcatheter aortic valve replacement device currently undergoing a randomized controlled clinical trial for FDA Premarket Approval.
BOSTON SCIENTIFIC CORP 8-K Report, Bylaw Amendment (May 5, 2026)
Boston Scientific Corporation (BSX) filed an 8-K on May 5, 2026, detailing key outcomes from its 2026 Annual Meeting of Stockholders held on April 30, 2026. The most significant development for investors is the approval and effective filing of amendments to the Company's Certificate of Incorporation. These amendments eliminate supermajority voting requirements and introduce exculpation for certain officers, as permitted by Delaware law. The elimination of supermajority provisions simplifies future corporate decision-making by requiring only a simple majority for key approvals, potentially increasing responsiveness to shareholder sentiment. The filing also confirms the election of all 10 director nominees for one-year terms and the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026. Additionally, stockholders approved an amendment to the Employee Stock Purchase Plan to increase the number of reserved shares for issuance. Notably, a proposal to allow stockholders owning 25% of common stock to call a special meeting was not approved, indicating continued board control over meeting initiation.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Apr 22, 2026)
Boston Scientific Corporation (BSX) has filed an 8-K report on April 22, 2026, to announce its financial results for the first quarter ended March 31, 2026. The press release detailing these results is furnished as Exhibit 99.1 to this filing. Investors should refer to this press release for comprehensive information on the company's performance during the period. Notably, this information is furnished and not deemed "filed" for purposes of certain sections of the Securities Exchange Act, meaning it does not carry the same legal liabilities as a formally filed document under those specific provisions.
BOSTON SCIENTIFIC CORP 8-K Report, Corporate Update (Mar 30, 2026)
Boston Scientific Corporation (BSX) filed an 8-K on March 30, 2026, to report the release of significant clinical trial results. The company issued two press releases on March 28, 2026, detailing outcomes from its HI-PEITHO and CHAMPION-AF clinical trials. These trials are crucial as they pertain to the company's product pipeline and market positioning within key therapeutic areas. Investors should closely examine the full press releases, incorporated by reference in this filing, to understand the potential impact on future revenue and competitive advantage.
BOSTON SCIENTIFIC CORP 8-K Report, Material Agreement (Feb 26, 2026)
Boston Scientific Corporation (BSX) has executed significant financing agreements on February 26, 2026, including a $3.0 billion revolving credit facility maturing in five years (2026 Revolving Credit Agreement) and a $2.0 billion 364-day revolving credit facility. Additionally, the company entered into a $6.0 billion term loan credit agreement (Term Loan Credit Agreement), featuring a $1.0 billion delayed draw term loan and a $5.0 billion delayed draw term loan, both set to mature 364 days after the closing of the Penumbra, Inc. acquisition. These new credit facilities collectively provide substantial liquidity and are crucial for funding the pending acquisition of Penumbra, Inc. The agreements include customary covenants and events of default, with a key financial covenant being a Maximum Leverage Ratio. Notably, this ratio can temporarily increase to 4.75x following a Qualified Acquisition, providing operational flexibility during integration periods. The company also terminated its prior 2021 revolving credit agreement in conjunction with these new arrangements.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Feb 23, 2026)
Boston Scientific Corporation (BSX) announced a significant expansion of its stock repurchase program and a strengthening of its Board of Directors. The company's Board has approved an additional $4.0 billion authorization for common stock repurchases, bringing the total authorized amount to $5.0 billion, with the full amount remaining available. This move signals management's confidence in the company's financial position and its commitment to returning value to shareholders. In addition to the capital allocation update, the Board has been expanded to twelve directors with the appointment of two new independent directors, Catherine R. Smith and Christophe P. Weber. Both new directors bring valuable experience and will serve on key Board committees, including Audit, Nominating and Governance, Executive Compensation and Human Resources, and Risk, Science and Technology. These appointments are effective immediately, with committee assignments commencing February 23, 2026, and they will receive standard non-employee director compensation.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Feb 5, 2026)
Boston Scientific Corporation (BSX) announced that Yoshiaki Fujimori, a long-serving member of its Board of Directors, will not seek re-election at the upcoming 2026 Annual Meeting of Stockholders. Mr. Fujimori, who has been on the Board since July 2016 and currently chairs the Risk, Science and Technology Committee, will continue in his roles until the annual meeting. His decision is reportedly not due to any disagreement with the company, which is a positive signal for stability. This departure represents a change in board composition, and the company's Board and Nominating and Governance Committee will assess the need for any adjustments to the Board's size and makeup following Mr. Fujimori's exit. Investors should monitor any future announcements regarding board appointments or restructuring to understand the company's strategic direction and governance evolution.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Feb 4, 2026)
Boston Scientific Corporation (BSX) has filed an 8-K report on February 4, 2026, to announce its financial results for the fourth quarter and full year ended December 31, 2025. The primary driver of this filing is the accompanying press release, furnished as Exhibit 99.1, which details the company's operational performance and financial condition for the periods mentioned. Investors should refer to this press release for specific figures and commentary regarding revenue, profitability, and any forward-looking statements. While the 8-K itself is procedural, the attached press release is critical for understanding BSX's recent performance. This filing serves as the official notification of the release of these important financial details. It's important to note that the information furnished under Item 2.02 is not considered "filed" for regulatory purposes, meaning it doesn't carry the same liability under Section 18 of the Exchange Act. However, it remains the primary source for investors to obtain the latest financial updates from the company.
BOSTON SCIENTIFIC CORP 8-K Report, Material Agreement (Jan 15, 2026)
Boston Scientific Corporation (BSX) announced a significant strategic move with the entry into a definitive Agreement and Plan of Merger to acquire Penumbra, Inc. This transaction, structured as a merger where Penumbra will become a wholly owned subsidiary of Boston Scientific, is expected to materially enhance Boston Scientific's product portfolio and market presence, particularly in high-growth areas of medical technology. The acquisition offers Penumbra shareholders a choice between cash and stock consideration, with a proration mechanism in place to balance the total cash and stock components. This structure provides flexibility to Penumbra's shareholders while aiming to optimize the financial and strategic integration for Boston Scientific. The deal is subject to customary closing conditions, including regulatory approvals and shareholder votes, and includes provisions for termination fees, outlining the commitment and potential implications for both parties.
BOSTON SCIENTIFIC CORP 8-K Report, Regulation FD Disclosure (Jan 15, 2026)
Boston Scientific Corporation (BSX) has announced a significant development in its growth strategy through the execution of a definitive agreement to acquire Penumbra, Inc. This "Transaction", as detailed in a joint press release and investor presentation, represents a major move by BSX to expand its market presence and product portfolio. The company has scheduled a conference call to discuss the implications and details of this acquisition. Investors should pay close attention to the upcoming filings, including the Form S-4 registration statement, which will contain more comprehensive information regarding the deal and its potential impact on Boston Scientific's future.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Nov 19, 2025)
Boston Scientific Corporation (BSX) has filed an 8-K report detailing the approval of its 2026 Annual Bonus Plan and two new Performance Share Programs: the 2026 Relative Total Shareholder Return Performance Share Program (2026 rTSR PSP) and the 2026 Organic Net Sales Growth Performance Share Program (2026 Organic Net Sales PSP). These plans, effective for the 2026 performance year and subsequent periods, are designed to align executive compensation with company performance and shareholder interests. The annual bonus plan focuses on global sales, adjusted earnings per share, operating income, and sustainability goals, with potential payouts ranging from 0% to 225% of target bonuses based on company and individual performance. The performance share programs are designed as long-term incentives. The 2026 rTSR PSP will reward executives based on Boston Scientific's Total Shareholder Return relative to the S&P 500 Healthcare Index over a three-year period (2026-2028), with awards ranging from 0% to 200% of target. The 2026 Organic Net Sales PSP will incentivize executives based on the company's organic net sales growth over the same three-year period, also with award potential from 0% to 200% of target. Both performance share programs are subject to vesting criteria and clawback provisions, aligning with regulatory requirements.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Oct 23, 2025)
Boston Scientific Corporation (BSX) has announced that John E. Sununu will not seek re-election to the Board of Directors at the 2026 Annual Meeting of Stockholders. Mr. Sununu has been a director since April 2009 and currently holds significant roles as a member of the Audit Committee and the chair of the Nominating and Governance Committee. His departure, effective after the 2026 Annual Meeting, is stated to be voluntary and not due to any disagreements with the company. This change marks the end of a long tenure for a director who has contributed to key board functions.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Oct 22, 2025)
Boston Scientific Corporation (BSX) has filed a Form 8-K report dated October 21, 2025, to announce its financial results for the third quarter ended September 30, 2025. The report primarily directs investors to a press release, furnished as Exhibit 99.1, which contains the detailed financial outcomes and operational performance for the quarter. Investors should refer to this press release for comprehensive information regarding revenue, profitability, segment performance, and any forward-looking guidance provided by the company. This filing serves as a notification mechanism for the release of the company's quarterly financial performance. It is important to note that the information within this Item 2.02 and its accompanying exhibit is furnished and not deemed 'filed' for the purposes of Section 18 of the Exchange Act. Therefore, while the information is publicly available, it does not carry the same legal implications as information that is formally filed. Investors should consult the press release for substantive details on BSX's Q3 2025 results.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Sep 4, 2025)
Boston Scientific Corporation (BSX) has filed an 8-K report announcing the upcoming retirement of Jeffrey B. Mirviss, Executive Vice President and President of Peripheral Interventions, effective December 1, 2025. Mr. Mirviss will transition to a senior advisor role until February 27, 2026, continuing to receive his current base salary during this period. This transition is significant as it marks the departure of a key executive from a prominent division within the company. Investors should note that the retirement is not unexpected and Mr. Mirviss is providing a transition period as a senior advisor. The company anticipates entering into a Retirement Agreement that will align with existing executive retirement plans, bonus structures, and long-term incentive programs. This suggests a structured and planned handover, with compensation and benefits adhering to established company policies. While the departure of a senior leader warrants attention, the outlined transition plan aims to ensure continuity within the Peripheral Interventions division.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Jul 23, 2025)
Boston Scientific Corporation (BSX) has filed a Form 8-K to report its financial results for the second quarter ended June 30, 2025. The company issued a press release on July 23, 2025, which contains these results and is furnished as an exhibit to this filing. Investors should refer to the press release (Exhibit 99.1) for detailed financial performance, operational highlights, and forward-looking statements. While the 8-K itself does not contain the specific financial figures, it formally announces the release of this information. The content of the press release is not considered "filed" for regulatory purposes under Section 18 of the Exchange Act, but it serves as the primary source of information regarding BSX's Q2 2025 performance. Investors are encouraged to review the linked press release for a comprehensive understanding of the company's recent financial condition and results of operations.
BOSTON SCIENTIFIC CORP 8-K Report, Corporate Update (May 28, 2025)
Boston Scientific Corporation (BSX) announced on May 28, 2025, the discontinuation of worldwide sales for its ACURATE neo2™ and ACURATE Prime™ Aortic Valve Systems. This strategic decision stems from recent regulatory discussions that have imposed significantly increased clinical and regulatory requirements for maintaining existing approvals and obtaining new ones globally. The company deemed the additional investments and resources necessary to meet these escalating demands to be prohibitive. Despite the anticipated financial impact from exiting these product lines, Boston Scientific currently expects to achieve its previously issued second quarter and full year 2025 sales and adjusted earnings per share guidance. However, the company is not reaffirming its GAAP EPS guidance for the same periods and plans to provide further details during its second quarter 2025 earnings call. Investors should monitor upcoming communications for a clearer picture of the financial ramifications and the company's updated outlook.
BOSTON SCIENTIFIC CORP 8-K Report, Shareholder Vote Results (May 6, 2025)
Boston Scientific Corporation (BSX) filed an 8-K report detailing the outcomes of its 2025 Annual Meeting of Stockholders, held on May 1, 2025. The meeting confirmed strong shareholder support for the company's leadership and governance. All ten director nominees were overwhelmingly elected for a one-year term, indicating continued confidence in the current board's direction and oversight. Furthermore, the stockholders provided advisory approval for the compensation of the Named Executive Officers and ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year 2025. A stockholder proposal supporting a simple majority vote was also approved on an advisory basis, suggesting a shareholder preference for a more straightforward voting mechanism.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Apr 23, 2025)
Boston Scientific Corporation (BSX) has filed an 8-K report on April 23, 2025, primarily to furnish its first-quarter 2025 earnings press release, issued on April 23, 2025. This report provides investors with access to the company's financial results for the period ending March 31, 2025. While the 8-K itself does not contain detailed financial figures, it directs stakeholders to the accompanying press release for comprehensive information on operational performance and financial condition during the first quarter. Investors should refer to the furnished press release (Exhibit 99.1) for specific details regarding revenue, profitability, segment performance, and any forward-looking guidance. The furnishing of this information under Item 2.02 means it is not subject to the same liability provisions as a formal SEC filing, but it remains crucial for understanding BSX's recent financial trajectory and strategic updates.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Apr 23, 2025)
Boston Scientific Corporation (BSX) announced a significant leadership transition in its finance department via an 8-K filing on April 23, 2025. Effective June 29, 2025, Executive Vice President and Chief Financial Officer Daniel J. Brennan will retire from his current role, transitioning to a senior advisor position until October 3, 2025. This planned retirement ensures a smooth handover and continued access to Mr. Brennan's expertise during the transition period. Concurrently, the company has promoted Jonathan Monson, currently Senior Vice President of Investor Relations, to succeed Mr. Brennan as Executive Vice President and Chief Financial Officer, effective June 30, 2025. Mr. Monson brings extensive experience within Boston Scientific, having previously served as Global Controller and Chief Accounting Officer, among other finance and accounting roles since 1999. His appointment signals an internal succession plan and leverages deep institutional knowledge in the critical CFO role.
BOSTON SCIENTIFIC CORP 8-K Report, Material Agreement (Feb 26, 2025)
Boston Scientific Corporation (BSX) has filed an 8-K report detailing a significant financing transaction involving its wholly-owned finance subsidiary, American Medical Systems Europe B.V. (AMS Europe). AMS Europe successfully priced and completed the offering of €1.5 billion in senior notes, split between 3.000% Senior Notes due 2031 (€850 million) and 3.250% Senior Notes due 2034 (€650 million). The Company, acting as guarantor, fully and unconditionally guarantees these notes. The net proceeds from this offering, amounting to approximately €1.487 billion after expenses, are earmarked for crucial financial activities. Primarily, the funds will be used to repay AMS Europe's 0.750% Senior Notes due March 8, 2025, along with associated interest. The remaining proceeds will support general corporate purposes, including short-term investments, debt reduction, working capital, and potential acquisitions. This refinancing demonstrates proactive capital management by BSX.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Feb 12, 2025)
Boston Scientific Corporation (BSX) has announced that Charles J. Dockendorff will not seek re-election to the Board of Directors at the upcoming 2025 Annual Meeting of Stockholders. Mr. Dockendorff has been a director since April 2015 and currently serves on the Audit Committee and the Risk Committee. His departure is not related to any disagreements with the company, which is a positive signal for ongoing board stability and alignment. The Board will assess the optimal size and composition of the Board following his departure. While this filing primarily concerns a board member's decision not to stand for re-election, investors should note that Mr. Dockendorff's continued service until the annual meeting ensures continuity in committee functions. The company's statement that this decision is not due to any disagreement suggests a smooth transition and no underlying issues with corporate governance or management. Investors will likely monitor any future announcements regarding board composition changes.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Feb 5, 2025)
Boston Scientific Corporation (BSX) has filed an 8-K report on February 5, 2025, to announce its financial results for the fourth quarter and full year ended December 31, 2024. The report primarily serves to furnish the press release detailing these results, which was issued on the same day. Investors should refer to the furnished press release (Exhibit 99.1) for specific financial performance data, including revenue, earnings, and any forward-looking guidance provided by the company. This filing indicates that the detailed financial performance and operational highlights are contained within the accompanying press release. The 8-K itself does not contain the substance of the results but directs readers to the external document. Therefore, for a comprehensive understanding of BSX's recent financial health and future outlook, a thorough review of the February 5, 2025 press release is essential.
BOSTON SCIENTIFIC CORP 8-K Report, Corporate Update (Jan 16, 2025)
Boston Scientific Corporation (BSX) has filed an 8-K report on January 16, 2025, announcing a significant development in pending shareholder derivative actions. The report details that on January 8, 2025, the United States District Court for the District of Massachusetts granted preliminary approval to a proposed settlement concerning two shareholder derivative lawsuits and demands for company records. These actions are directly related to the prior recall and retirement of the LOTUS Edge™ Aortic Valve System. The proposed settlement, agreed upon by various parties including the company and named defendants, is now subject to final court approval. A hearing for this final approval is scheduled for March 25, 2025. Investors should monitor this date as it will determine the final resolution of these legal matters and any potential implications for the company.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Nov 22, 2024)
Boston Scientific Corporation (BSX) has filed an 8-K report detailing the approval of its 2025 compensation plans for key personnel, including executive officers. The company's Board of Directors, upon recommendation from its Compensation Committee, has adopted the 2025 Annual Bonus Plan and two new performance share programs: the 2025 Relative Total Shareholder Return Performance Share Program (rTSR PSP) and the 2025 Organic Net Sales Growth Performance Share Program (Organic Net Sales PSP). These plans are designed to align executive compensation with company performance and shareholder interests, featuring metrics such as global sales, adjusted earnings per share, operating income, environmental, social, and governance (ESG) goals for the annual bonus, and relative total shareholder return and organic net sales growth over a three-year period for the performance shares. The structures are largely similar to the prior year's plans, with provisions for bonus payouts ranging from 0% to 225% of target for individuals and performance share awards ranging from 0% to 200% of target, contingent on meeting specific criteria. Importantly, all awards are subject to clawback provisions and recoupment policies in cases of executive misconduct or material policy violations causing significant harm to the company.
BOSTON SCIENTIFIC CORP 8-K Report, Corporate Update (Nov 15, 2024)
Boston Scientific Corporation (BSX) has announced the completion of its acquisition of Axonics, Inc., a medical technology company specializing in urinary and bowel dysfunction devices. The deal was finalized on November 15, 2024, for $71 in cash per share, representing an equity value of $3.7 billion and an enterprise value of $3.3 billion after accounting for acquired cash and investments. This strategic acquisition is expected to have a minimal impact on adjusted earnings per share (EPS) in 2024 and 2025, becoming accretive thereafter. On a GAAP basis, the transaction is anticipated to be less accretive or more dilutive due to amortization expenses and acquisition-related costs. Investors should note the forward-looking statements and the cautionary notes regarding potential risks and uncertainties that could affect actual results.
BOSTON SCIENTIFIC CORP 8-K Report, Regulation FD Disclosure (Nov 7, 2024)
Boston Scientific Corporation (BSX) has announced the resumption of its AVANT GUARD clinical trial, which is investigating a new patient group: drug-naïve individuals with persistent atrial fibrillation. This decision follows a thorough assessment of the trial's observations and consultation with the study's data monitoring committee. The resumption of enrollment is a significant development for the company's pipeline, particularly in the cardiovascular space, and signals confidence in the trial's ongoing progress and safety profile.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Oct 23, 2024)
Boston Scientific Corporation (BSX) has filed an 8-K report on October 23, 2024, primarily announcing its financial results for the third quarter ended September 30, 2024. The key information for investors is contained within the press release furnished as Exhibit 99.1 to this filing. This press release details the company's performance during the quarter, providing crucial data on revenue, profitability, and potentially other key financial and operational metrics that will inform investor understanding of the company's current standing and future outlook. Investors should review the press release (Exhibit 99.1) for specific details regarding BSX's third-quarter performance, including any updates to forward-looking guidance. The 8-K filing itself serves as a notification mechanism for the availability of this earnings information, which is critical for assessing the company's financial health, operational execution, and progress against its strategic objectives. The information presented in the press release is furnished and not deemed "filed" for certain regulatory purposes, a standard disclosure for such announcements.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Jul 30, 2024)
Boston Scientific Corporation (BSX) announced a change to its Board of Directors, appointing David C. Habiger as a new director, effective July 30, 2024. This appointment increases the size of the Board from ten to eleven members. Mr. Habiger has also been assigned to serve on the Audit Committee and the Executive Compensation and Human Resources Committee, indicating his immediate integration into key governance functions. Mr. Habiger's compensation for his directorship will align with the company's standard non-employee director program, involving a prorated cash retainer and an equity award. The company has also stated its intention to enter into a standard indemnification agreement with him. This move suggests a strategic expansion of the board's expertise, though no undisclosed related-party transactions or specific arrangements for his appointment were noted.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Jul 24, 2024)
Boston Scientific Corporation (BSX) has filed an 8-K report on July 24, 2024, primarily to furnish its second quarter 2024 earnings press release, issued on the same date. This filing provides investors with the company's financial performance and condition for the quarter ended June 30, 2024. While the 8-K itself is brief, it serves as the official vehicle to disseminate the detailed financial results which are contained within the accompanying press release (Exhibit 99.1). Investors should refer to this press release for specific figures related to revenue, earnings, segment performance, and forward-looking guidance. The key information for investors lies within the press release, which is expected to detail the company's operational and financial achievements during the second quarter. This includes key financial metrics, commentary on business segment performance, and any updates to the company's outlook for the remainder of fiscal year 2024. The furnishing of this press release under Item 2.02 means the information is publicly available and considered by the SEC, though it does not carry the same liability as a formally "filed" document under Section 18 of the Exchange Act.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (May 10, 2024)
Boston Scientific Corporation (BSX) filed an 8-K report detailing significant governance and financial adjustments. The company has expanded its Board of Directors by appointing Dr. Cheryl Pegus as a new director, effective May 8, 2024. Dr. Pegus brings valuable expertise and will serve on key committees, including Executive Compensation and Human Resources, and Risk. Her appointment and compensation align with the company's standard non-employee director program. Furthermore, BSX has amended its revolving credit agreement, extending the maturity date for consenting lenders to May 10, 2029, and revising the pricing grid. A key change in the credit agreement pertains to the exclusion of restructuring charges from Consolidated EBITDA for the purpose of calculating the Maximum Leverage Ratio. The allowable exclusion period for such charges has been extended to March 31, 2024, with an aggregate cap of $500 million since that date. These updates reflect proactive management of the company's governance and financial flexibility.
BOSTON SCIENTIFIC CORP 8-K Report, Bylaw Amendment (May 6, 2024)
Boston Scientific Corporation (BSX) filed an 8-K on May 6, 2024, primarily detailing outcomes from its 2024 Annual Meeting of Stockholders held on May 2, 2024. The most significant event for investors is the stockholder approval of an amendment and restatement of the Company's By-Laws. These amendments introduce updated advance notice requirements for stockholders wishing to propose business or nominate directors, now requiring notice not less than 90 days nor more than 120 days prior to the anniversary of the preceding year's annual meeting. They also enhance compliance with universal proxy rules, including provisions to disregard votes for director nominees if the soliciting stockholder fails to meet Rule 14a-19 requirements. In addition to the by-law changes, the filing confirms the election of all nine director nominees for one-year terms and the advisory approval of executive compensation. The appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2024 was also ratified. These actions reflect governance updates and routine corporate business conducted at the annual meeting, with the amended By-Laws becoming effective as of May 2, 2024.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Apr 24, 2024)
Boston Scientific Corporation (BSX) filed an 8-K on April 24, 2024, primarily to furnish a press release detailing its financial results for the first quarter ended March 31, 2024. This filing signals the official release of the company's performance metrics for the period. Investors should refer to the furnished press release (Exhibit 99.1) for the specific details regarding revenue, earnings, and any updated financial guidance or operational highlights. The key takeaway for investors is that the company has disclosed its Q1 2024 financial performance. While the 8-K itself does not contain the detailed financial data, it directs stakeholders to the accompanying press release. Therefore, a thorough review of the press release is essential for a comprehensive understanding of Boston Scientific's current financial standing and future outlook.
BOSTON SCIENTIFIC CORP 8-K Report, Corporate Update (Apr 4, 2024)
Boston Scientific Corporation (BSX) has filed an 8-K to disclose that both the Company and Axonics, Inc. received a "Second Request" from the U.S. Federal Trade Commission (FTC) on April 3, 2024. This request is in connection with the FTC's ongoing review of the proposed merger between Boston Scientific and Axonics, originally announced on January 8, 2024. The issuance of the Second Request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). The waiting period will now remain in effect until 30 days after both parties have substantially complied with the FTC's information requests, unless terminated earlier or further extended. Boston Scientific and Axonics expect to respond promptly and cooperate fully with the FTC. Consequently, the closing of the merger is now anticipated in the second half of 2024, a shift from previous expectations. This delay is subject to the HSR Act waiting period and other customary closing conditions. Investors should monitor the progress of the FTC's review and the Company's subsequent disclosures regarding the merger's completion timeline and any potential impact on strategic integration.
BOSTON SCIENTIFIC CORP 8-K Report, Material Agreement (Feb 27, 2024)
Boston Scientific Corporation (BSX) has filed an 8-K detailing the completion of a significant debt offering. On February 27, 2024, the company's wholly owned finance subsidiary, AMS Europe, successfully closed an offering of €2,000,000,000 in senior notes. This offering consists of €750,000,000 of 3.375% Senior Notes due 2029 and €1,250,000,000 of 3.500% Senior Notes due 2032. The notes are fully and unconditionally guaranteed by Boston Scientific Corporation, providing investors with direct credit risk to the parent company. The primary stated use of the net proceeds, approximately €1.980 billion, is to finance the previously announced acquisition of Axonics, Inc. While the debt issuance is a critical step, the acquisition is contingent on certain closing conditions and timelines. The filing also outlines a provision for special mandatory redemption of these notes at 101% of their principal amount plus accrued interest if the Axonics acquisition is not consummated by a specified date or if the company decides not to pursue it. Excess proceeds not used for the acquisition may be used for general corporate purposes, including the repayment of maturing senior notes.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Jan 31, 2024)
Boston Scientific Corporation (BSX) filed an 8-K on January 31, 2024, to announce its financial results for the fourth quarter and full year ended December 31, 2023. The core of this filing is the press release, furnished as Exhibit 99.1, which contains the detailed financial performance. Investors should review this press release for specific revenue figures, profitability metrics, and management's commentary on the company's performance and outlook. While the 8-K itself does not contain the financial details, it officially announces that the information is available. This filing serves as the public notification that BSX has disseminated its latest earnings report. Investors interested in the company's operational and financial standing should refer to the accompanying press release for comprehensive insights into their performance and any forward-looking statements made by the company.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Jan 31, 2024)
Boston Scientific Corporation (BSX) announced key executive leadership changes within its finance department, effective March 1, 2024. Jonathan Monson, currently Senior Vice President, Global Controller and Chief Accounting Officer, will transition to the role of Senior Vice President, Investor Relations. This move signals a strengthened focus on investor communications and engagement. Concurrently, Emily Woodworth (Collins) has been appointed as the new Senior Vice President, Global Controller and Chief Accounting Officer. Ms. Woodworth brings extensive experience within the company, having most recently served as Vice President of Finance and Controller for the Urology business. Her appointment to this critical financial role indicates a continuation of strong internal talent development and a commitment to experienced leadership within financial operations.
BOSTON SCIENTIFIC CORP 8-K Report, Material Agreement (Jan 8, 2024)
Boston Scientific Corporation (BSX) has announced a definitive agreement to acquire Axonics, Inc. through a merger agreement entered into on January 8, 2024. Under the terms of the agreement, Axonics shareholders will receive $71.00 in cash for each share of common stock, and outstanding Axonics stock options, restricted stock awards, and performance stock units will be canceled and converted into cash payments based on the $71.00 per share consideration. This acquisition is a significant strategic move for Boston Scientific, aiming to expand its offerings in the medical technology space. The transaction is subject to customary closing conditions, including Axonics stockholder approval, regulatory approvals (such as Hart-Scott-Rodino antitrust clearance), and the absence of any material adverse effects on Axonics. The merger agreement includes provisions for customary representations, warranties, and covenants, as well as defined termination rights and associated fees for both parties, outlining potential scenarios for deal termination and financial consequences. The company has cautioned investors that forward-looking statements regarding the transaction's impact, timing, and benefits are subject to risks and uncertainties.
BOSTON SCIENTIFIC CORP 8-K Report, Regulation FD Disclosure (Jan 8, 2024)
Boston Scientific Corporation (BSX) announced on January 8, 2024, a significant development: the execution of a definitive agreement to acquire Axonics, Inc. This strategic move is expected to bolster Boston Scientific's product portfolio and market presence. The acquisition is anticipated to close in the first half of 2024, contingent upon the satisfaction of customary closing conditions. Investors should note that the company has also released an investor presentation accompanying this announcement. While the press release and presentation offer details on the transaction, they also contain forward-looking statements. Management cautions that actual results could differ materially from these projections due to various risks and uncertainties, including integration challenges, regulatory approvals, market acceptance, and broader economic conditions. Interested parties are advised to review the full 8-K filing for a comprehensive understanding of the transaction and associated risks.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Nov 22, 2023)
Boston Scientific Corporation (BSX) has filed an 8-K report detailing changes within its Board of Directors and outlining its executive compensation plans for 2024. Two long-serving directors, Nelda J. Connors and David J. Roux, have announced they will not seek re-election at the 2024 Annual Meeting of Stockholders. Their departures are amicable and not due to any disagreements with the company. The Board will consider the future composition and size of its board in light of these changes. More significantly for investors focused on executive compensation and performance alignment, the company has approved its 2024 Annual Bonus Plan and two Performance Share Programs (PSPs) for 2024. The Annual Bonus Plan links cash incentives to corporate performance metrics including global sales, adjusted earnings per share, operating income, and quality/ESG goals, with a potential maximum payout of 150% of the target bonus. The PSPs, comprising a Relative Total Shareholder Return (rTSR) program and an Organic Net Sales Growth program, are designed to align executive pay with long-term shareholder value creation over a three-year period. These programs reinforce a pay-for-performance philosophy, with potential awards ranging from 0% to 200% of target based on the achievement of specified metrics.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Oct 26, 2023)
Boston Scientific Corporation (BSX) filed an 8-K on October 26, 2023, to report its financial results for the third quarter ended September 30, 2023. The key information is contained within the press release furnished as Exhibit 99.1. While the 8-K itself doesn't provide specific financial figures, it serves as the official notification and filing mechanism for the release of the company's quarterly performance data. Investors should refer to the press release (Exhibit 99.1) for detailed insights into BSX's revenue, earnings per share, segment performance, and any forward-looking guidance provided by the company. This filing is crucial for understanding the company's operational and financial standing during the third quarter of 2023 and its outlook for the remainder of the fiscal year.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Jul 27, 2023)
Boston Scientific Corporation (BSX) filed an 8-K on July 27, 2023, primarily to furnish its press release detailing financial results for the second quarter ended June 30, 2023. While the 8-K itself does not contain the detailed financial data, it directs investors to the accompanying press release (Exhibit 99.1) for these crucial operational and financial updates. This filing is standard practice for earnings announcements and serves as the official notification of the Q2 2023 performance. Investors should carefully review the furnished press release for specific figures regarding revenue, profitability, segment performance, and any forward-looking guidance provided by the company. The information presented in the press release is key to understanding BSX's recent performance, its position within the medical device market, and its future outlook. The filing explicitly states that this information is furnished and not deemed "filed" for purposes of certain securities regulations, a standard disclaimer for such announcements.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Jun 27, 2023)
Boston Scientific Corporation (BSX) announced on June 27, 2023, a strategic expansion of its Board of Directors, increasing its size from ten to eleven members. The company has appointed two new directors, Jessica L. Mega, MD, MPH, and Susan E. Morano. This move is aimed at strengthening the board's expertise and governance as the company continues its growth trajectory in the medical technology sector. Dr. Mega and Ms. Morano will serve until the next annual stockholder meeting and have been assigned to key board committees: Dr. Mega will join the Executive Compensation and Human Resources Committee and the Risk Committee, while Ms. Morano will be part of the Audit Committee and the Nominating and Governance Committee. Both new directors will receive standard compensation for non-employee directors, including a prorated cash retainer and an equity award, reflecting their commitment and expected contributions to the company's strategic direction and oversight.
BOSTON SCIENTIFIC CORP 8-K Report, Corporate Update (Jun 6, 2023)
Boston Scientific Corporation (BSX) announced the mandatory conversion of all its outstanding 5.50% Mandatory Convertible Preferred Stock, Series A, into shares of its common stock. This event, which occurred on June 1, 2023, resulted in approximately 24 million shares of common stock being issued to former preferred stockholders. The conversion rate was fixed at 2.3834 shares of common stock per share of preferred stock, with cash paid for any fractional shares. This mandatory conversion effectively eliminates the preferred stock, simplifying the company's capital structure. As a consequence of this conversion, Boston Scientific has requested the delisting of its preferred stock from the New York Stock Exchange (NYSE) and its deregistration under the Securities Exchange Act of 1934. This action signifies the full transition from preferred to common equity for this specific series.
BOSTON SCIENTIFIC CORP 8-K Report, Shareholder Vote Results (May 9, 2023)
Boston Scientific Corporation (BSX) filed an 8-K report on May 8, 2023, detailing the outcomes of its 2023 Annual Meeting of Stockholders held on May 4, 2023. The meeting, conducted virtually, saw all nine director nominees re-elected for one-year terms, indicating strong shareholder confidence in the current board leadership. Key resolutions also passed with significant shareholder approval, including the advisory vote on executive compensation, often referred to as "say-on-pay," and the ratification of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year 2023. Furthermore, shareholders overwhelmingly favored an annual frequency for future advisory votes on executive compensation, reinforcing a preference for regular oversight of management pay.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Apr 26, 2023)
Boston Scientific Corporation (BSX) has filed an 8-K report on April 25, 2023, furnishing a press release dated April 26, 2023, which details its financial results for the first quarter ended March 31, 2023. This filing serves as the primary vehicle for investors to access the company's latest performance metrics and financial condition. The key takeaway for investors is the release of the Q1 2023 earnings. While the 8-K itself does not contain the detailed financial figures, it directs readers to the accompanying press release (Exhibit 99.1) for this crucial information. Investors should review this press release to understand the company's revenue, profitability, and any forward-looking guidance provided for the upcoming quarters and fiscal year.
BOSTON SCIENTIFIC CORP 8-K Report, Corporate Update (Mar 1, 2023)
Boston Scientific Corporation (BSX) has filed an 8-K report detailing a second amendment to its $2.750 billion revolving credit agreement. The primary focus of this amendment is to transition from LIBOR to Term SOFR for its USD-denominated Eurocurrency Rate, aligning with broader market shifts. Additionally, the amendment extends the maturity date of the credit facility for consenting lenders by one year, from May 10, 2026, to May 10, 2027. This extension provides the company with a longer-term financing runway and enhances financial flexibility. Another significant change involves the reset of the look-back period for certain exclusions from Consolidated EBITDA calculations when determining the Maximum Leverage Ratio covenant. This period has been moved from March 31, 2021, to December 31, 2022. This adjustment allows for a more current assessment of the company's leverage, potentially providing more room under the covenant by considering more recent charges related to litigation and restructuring initiatives. The specific exclusion limits for these items remain substantial, with up to $1 billion for Cash Litigation Payments and $500 million for restructuring charges since the new look-back date.
BOSTON SCIENTIFIC CORP 8-K Report, Financial Results (Feb 1, 2023)
Boston Scientific Corporation (BSX) has filed an 8-K report on February 1, 2023, primarily to announce its fourth quarter and full-year financial results for the period ending December 31, 2022. The report itself does not contain the detailed financial results but rather furnishes a press release (Exhibit 99.1) where these results are disclosed. Investors should refer to this press release for comprehensive information regarding the company's performance in the fourth quarter and the entirety of 2022. The filing is procedural, confirming the public release of this important financial information.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Jan 31, 2023)
Boston Scientific Corporation (BSX) has filed an 8-K report on January 31, 2023, primarily announcing the upcoming departure of a key board member, Donna A. James. Ms. James, who has served on the Board of Directors since July 2015 and holds significant committee roles including Chair of the Executive Compensation and Human Resources Committee, will not seek re-election at the company's 2023 Annual Meeting scheduled for May 4, 2023. Her departure is not attributed to any disagreements with the company, providing a smooth transition for the Board. This change will reduce the Board's size from ten to nine directors following the annual meeting, assuming no other changes. The company's Board and Nominating and Governance Committee will continue to assess the optimal size and composition of the Board moving forward. Investors should note this change in Board composition, though it appears to be a planned transition without adverse implications.
BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Nov 21, 2022)
Boston Scientific Corporation (BSX) has filed an 8-K report detailing updates to its executive compensation structure for 2023. The Board of Directors has approved the 2023 Annual Bonus Plan and two new performance share programs: the 2023 Relative Total Shareholder Return Performance Share Program (rTSR PSP) and the 2023 Organic Net Sales Growth Performance Share Program (Organic Net Sales PSP). These plans are designed to incentivize executive performance based on key financial and operational metrics, aligning management's interests with those of shareholders. The 2023 Annual Bonus Plan will be based on corporate-level performance goals including adjusted earnings per share, global sales (at constant currency, excluding M&A impacts), ESG Scorecard metrics, and a quality assessment. The performance share programs are long-term incentives, with the rTSR PSP measuring the Company's total shareholder return against the S&P 500 Healthcare Index over three years, and the Organic Net Sales PSP focusing on three-year organic net sales growth against the Company's financial plan. Both programs and the annual bonus plan include provisions for clawbacks and recoupment in cases of executive misconduct, gross dereliction of duty, or financial restatements that would have impacted bonus amounts.