(e) Compensatory Arrangements of Certain Officers.

Approval of the Amendment and Restatement of the 2010 Incentive Award Plan

The Board of Directors (the Board) of Intuitive Surgical, Inc. (the Company) previously adopted, subject to stockholder approval, an increase in the number of shares of common stock reserved for issuance to awards granted under the Companys 2010 Incentive Award Plan (the 2010 Plan) from 24,450,000 to 28,450,000 (the Award Pool Increase) and an extension of the term of the 2010 Plan to 2029 (the Extension of Term). At the Companys Annual Meeting of Stockholders held on April 25, 2019 (the Annual Meeting), the Companys stockholders approved the amendment and restatement of the 2010 Plan including the Award Pool Increase and the Extension of Term. The foregoing description of the 2010 Plan, as amended and restated, is qualified in its entirety by reference to the text of the amended and restated 2010 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

At the Annual Meeting, the stockholders of the Company voted on the following five proposals, each of which is described in detail in the Companys definitive proxy statement (the Proxy Statement) filed with the Securities and Exchange Commission on March 8, 2019:

Proposal No. 1: To elect nine members to the Board to serve a one-year term expiring at the 2020 Annual Meeting of Stockholders:

Each of the nominees nominated in Proposal No. 1 was elected.

Proposal No. 2: To consider and approve, on an advisory basis, the compensation of the Companys Named Executive Officers as disclosed in the Proxy Statement:

Proposal No. 2 was approved on an advisory basis.

Proposal No. 3: To ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019:

Proposal No. 3 was approved.

Proposal No. 4: To approve the amendment and restatement of the 2010 Plan:

Proposal No. 4 was approved.

Proposal No. 5: To consider and vote upon a stockholder proposal regarding elimination of supermajority voting provisions:

Proposal No. 5 was approved.

(d) Exhibits.

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INTUITIVE SURGICAL INC Exhibit
EX-10.1 2 amendedandrestated2010ince.htm EXHIBIT 10.1 Exhibit Exhibit 10.1AMENDED AND RESTATED INTUITIVE SURGICAL,…
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About INTUITIVE SURGICAL, INC. (NASDAQ:ISRG)

Intuitive Surgical, Inc. (Intuitive) designs, manufactures and markets da Vinci Surgical Systems, and related instruments and accessories. The Company’s da Vinci Surgical System consists of a surgeon’s console, a patient-side cart and a vision system. The da Vinci Surgical System translates a surgeon’s hand movements, which are performed on instrument controls at a console, into corresponding micro-movements of instruments positioned inside the patient through small incisions or ports. The da Vinci Surgical System provides its operating surgeons with control, range of motion, tissue manipulation solution and three-dimensional (3-D), high-definition vision. It allows surgeons to work through the small ports enabled by minimally invasive surgery procedures. Its da Vinci Surgery utilizes computational, robotic and imaging technologies. It focuses on five surgical specialties: gynecologic surgery, urologic surgery, general surgery, cardiothoracic surgery, and head and neck surgery.