8-KLeadership ChangesRegulation FDExhibits & Filings

INTUITIVE SURGICAL INC 8-K Report, Executive Changes (Feb 3, 2020)

Filed February 3, 2020For Securities:ISRG

Summary

Intuitive Surgical, Inc. (ISRG) announced a significant leadership transition through an 8-K filing on February 3, 2020, detailing changes effective around the company's 2020 Annual Meeting of Stockholders. The key event is the planned retirement of current Board Chair, Lonnie M. Smith, who will step down from the Board and not seek re-election. Mr. Smith will continue to serve as Chair until the annual meeting and will transition to the Intuitive Foundation Board thereafter. In anticipation of this transition, the Board has elected Dr. Craig H. Barratt to succeed Mr. Smith as Chair of the Board, effective at the 2020 Annual Meeting. Dr. Barratt, currently Senior Vice President and General Manager at Intel Corporation, has been a member of the ISRG Board since 2011 and has served as Independent Lead Director since 2018. This succession plan indicates a focus on continuity and experienced leadership as the company moves forward.

Key Highlights

  • 1Lonnie M. Smith, current Board Chair, will retire from the Board and not stand for re-election at the 2020 Annual Meeting of Stockholders.
  • 2Mr. Smith will continue to serve as Board Chair until the 2020 Annual Meeting.
  • 3Following his retirement from the Board, Mr. Smith will join the Intuitive Foundation Board.
  • 4Dr. Craig H. Barratt has been elected to succeed Mr. Smith as Board Chair, effective at the 2020 Annual Meeting.
  • 5Dr. Barratt brings extensive experience, having served on the ISRG Board since 2011 and as Independent Lead Director since 2018.
  • 6Dr. Barratt currently holds a senior leadership position at Intel Corporation.
  • 7The changes were announced via a press release filed as an exhibit with the 8-K.

Frequently Asked Questions

This 8-K filing primarily announces a planned leadership transition at the Board of Directors level. Specifically, it details the retirement of the current Board Chair, Lonnie M. Smith, and the election of Dr. Craig H. Barratt to succeed him.

Lonnie M. Smith will continue to serve as Board Chair until the Company's 2020 Annual Meeting of Stockholders. Dr. Craig H. Barratt's appointment as Chair will be effective as of the date of the 2020 Annual Meeting.

Dr. Craig H. Barratt has been a member of Intuitive Surgical's Board of Directors since 2011 and has served as the Independent Lead Director since 2018. He also holds the position of Senior Vice President and General Manager of the Connectivity Group at Intel Corporation, bringing significant industry and governance experience.

Yes, although Mr. Smith will retire from the Board and not stand for re-election, he plans to continue serving as Chair until the 2020 Annual Meeting. After his retirement from the Board, he will join the Board of Directors of the Intuitive Foundation, indicating continued engagement with the company's broader mission.