Summary
Boston Scientific Corporation (BSX) filed an 8-K on February 25, 2016, announcing significant changes to its Board of Directors. Key among these changes is the appointment of Ellen M. Zane as a new director, effective April 15, 2016. Ms. Zane will receive standard prorated compensation, including a cash retainer and equity award, and will enter into an indemnification agreement. The filing also discloses that three long-serving directors, Pete M. Nicholas (Chairman of the Board), N.J. Nicholas, Jr. (Chairman of the Nominating and Governance Committee), and Ernest Mario, Ph.D. (Chairman of the Executive Compensation and Human Resources Committee), will not seek re-election at the 2016 Annual Meeting. Following their retirements, the Board size will decrease from thirteen to ten directors. In anticipation of the Chairman's retirement, Michael F. Mahoney, the current CEO, will assume the role of Chairman of the Board, and Edward J. Ludwig will become Lead Independent Director, both effective after the 2016 Annual Meeting.
Key Highlights
- 1Appointment of Ellen M. Zane as a new independent director, effective April 15, 2016.
- 2Three current directors, including Chairman Pete M. Nicholas, will not stand for re-election at the 2016 Annual Meeting.
- 3CEO Michael F. Mahoney will assume the role of Chairman of the Board post-2016 Annual Meeting.
- 4Edward J. Ludwig will be appointed Lead Independent Director post-2016 Annual Meeting.
- 5The Board size will be reduced from thirteen to ten directors following the 2016 Annual Meeting.
- 6The retirements are described as voluntary and not due to disagreements with the company or management.
- 7New director Ellen M. Zane will receive standard prorated director compensation (cash retainer and equity award).