Summary
Boston Scientific Corporation filed an 8-K on May 6, 2022, detailing key updates from its Annual Meeting of Stockholders and changes to executive compensation. At the Annual Meeting held on May 3, 2022, all ten director nominees were elected for a one-year term, the advisory vote on executive compensation (Say-on-Pay) was approved, and Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2022. Additionally, the amendment and restatement of the Company's 2006 Global Employee Stock Ownership Plan, now named the Employee Stock Purchase Plan, was approved, including the addition of 10,000,000 shares. The company's Executive Compensation and Human Resources Committee also modified the Change in Control Agreements for executive officers (below CEO level). The revised agreements will provide for a cash severance payment of two times base salary and bonus, a reduction from the previous three times, aiming to better align compensation with stockholder value in the event of a change in control.
Key Highlights
- 1All ten director nominees were elected to the Board for a one-year term.
- 2Stockholders approved the advisory vote on executive compensation (Say-on-Pay).
- 3Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2022.
- 4The Company's Employee Stock Purchase Plan was amended and restated, with an additional 10,000,000 shares added.
- 5Change in Control Agreements for executive officers (below CEO) were modified.
- 6Revised Change in Control Agreements will provide cash severance of two times base salary and bonus, down from three times.
- 7The modifications to Change in Control Agreements aim to better align executive compensation with stockholder value post-acquisition.