8-KLeadership ChangesRegulation FDExhibits & Filings

INTUITIVE SURGICAL INC 8-K Report, Executive Changes (Feb 1, 2016)

Filed February 1, 2016For Securities:ISRG

Summary

Intuitive Surgical, Inc. (ISRG) announced a change in its Board of Directors. Mr. Eric H. Halvorson, a long-standing director since 2003, will be retiring and will not seek re-election at the upcoming 2016 Annual Meeting of Stockholders. This marks the end of his significant tenure with the company. In parallel, the company has appointed Mr. Keith R. Leonard, Jr. to its Board of Directors, effective January 28, 2016. Mr. Leonard will also join the Compensation Committee. This appointment coincides with an increase in the authorized number of directors to ten, which will then be reduced to nine following Mr. Halvorson's retirement. Investors should note the compensation details for Mr. Leonard, including his annual retainer and equity awards.

Key Highlights

  • 1Director Eric H. Halvorson to retire from the Board at the 2016 Annual Meeting.
  • 2Mr. Halvorson has served on the Board since 2003.
  • 3Mr. Keith R. Leonard, Jr. appointed to the Board of Directors effective January 28, 2016.
  • 4Mr. Leonard appointed as a member of the Compensation Committee.
  • 5Mr. Leonard to receive $60,000 annual cash retainer plus $6,000 for Compensation Committee service.
  • 6Mr. Leonard eligible for equity awards (stock option and RSUs) with approximate fair value of $70,000 and $210,000 respectively, vesting over one year.
  • 7Authorized number of directors increased to ten, to be reduced to nine after Mr. Halvorson's retirement.

Frequently Asked Questions

The filing states that Mr. Halvorson has informed the Company of his decision to retire from the Board and will not seek re-election at the 2016 Annual Meeting of Stockholders. No specific reason for his retirement is provided beyond his decision to retire.

The filing does not provide detailed background information on Mr. Leonard's professional experience. However, it states he has been appointed to the Board of Directors and will serve as a member of the Compensation Committee. He will receive a cash retainer and equity awards for his service.

Mr. Leonard will receive an annual cash retainer of $60,000 for his director services and an additional $6,000 for his service on the Compensation Committee. He will also be eligible for equity awards, including stock options and restricted stock units, with an approximate fair value of $70,000 and $210,000 respectively, vesting over one year.

Yes, the authorized number of directors was temporarily increased to ten concurrent with Mr. Leonard's appointment. Following Mr. Halvorson's retirement at the Annual Meeting, the authorized number of directors will be decreased to nine.