8-KLeadership ChangesExhibits & Filings

BOSTON SCIENTIFIC CORP 8-K Report, Executive Changes (Jul 31, 2009)

Filed July 31, 2009For Securities:BSX

Summary

Boston Scientific Corporation (BSX) announced a significant change to its Board of Directors with the election of two new members, Katharine T. Bartlett and Bruce L. Byrnes, effective August 1, 2009. This expansion brings the total number of board members to thirteen. Ms. Bartlett will contribute to the Human Resource and Executive Compensation Committee, while Mr. Byrnes will join the Audit Committee, bringing potentially valuable expertise to these critical areas. Both new directors will receive standard compensation for non-employee directors, including an annual cash retainer of $75,000 and a restricted stock grant valued at $125,000. These appointments are effective as of the beginning of August and will last until the 2010 Annual Meeting of Stockholders. Investors should note that neither appointee has any material financial interest in the company beyond their director compensation.

Key Highlights

  • 1Boston Scientific elected Katharine T. Bartlett and Bruce L. Byrnes to its Board of Directors, effective August 1, 2009.
  • 2The board size will increase from twelve to thirteen members.
  • 3Katharine T. Bartlett will serve on the Human Resource and Executive Compensation Committee.
  • 4Bruce L. Byrnes will join the Audit Committee.
  • 5New directors will receive an annual cash retainer of $75,000.
  • 6New directors will receive an annual restricted stock grant valued at $125,000.
  • 7Neither new director has any material financial interest in the company beyond their compensation.

Frequently Asked Questions

This 8-K filing primarily announces the election of two new independent directors, Katharine T. Bartlett and Bruce L. Byrnes, to Boston Scientific's Board of Directors and details their compensation.

Katharine T. Bartlett will join the Human Resource and Executive Compensation Committee, and Bruce L. Byrnes will join the Audit Committee.

Each new non-employee director will receive an annual cash retainer of $75,000 and an annual restricted stock grant valued at $125,000. This compensation will be pro-rated from their effective date of August 1, 2009.

The filing states that neither Ms. Bartlett nor Mr. Byrnes is a party to any transaction with Boston Scientific or its subsidiaries where the amount exceeds $120,000 and in which they have a direct or indirect material interest, indicating no apparent conflicts of interest beyond standard director compensation.