INTUITIVE SURGICAL, INC. (NASDAQ:ISRG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Broker Non-votes

ME Staff 8-k

8 years ago

INTUITIVE SURGICAL, INC. (NASDAQ:ISRG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

Approval of the Amendment and Restatement of the 2000 Employee
Stock Purchase Plan

The Board of Directors 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
under the Companys 2000 Employee Stock Purchase Plan (the ESPP)
from 2,030,105 to 2,530,105 (the ESPP Pool Increase). At the
Companys Annual Meeting of Stockholders held on April 20, 2017
(the Annual Meeting), the Companys stockholders approved the
amendment and restatement of the ESPP including the ESPP Pool
Increase. The foregoing description of the ESPP, as amended and
restated, is qualified in its entirety by reference to the text
of the amended and restated ESPP, which is filed as Exhibit 10.1
hereto and incorporated herein by reference.

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

The Board of Directors of 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 7,050,000
to 8,150,000 (the Award Pool Increase). At the Annual Meeting,
the Companys stockholders approved the amendment and restatement
of the 2010 Plan including the Award Pool Increase. 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 10.2 hereto and
incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the Annual Meeting, the stockholders of the Company voted on
the following six 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 3,
2017:

Proposal No. 1:>To elect nine members to the Board of
Directors to serve a one-year term expiring at the 2018 Annual
Meeting of Stockholders:



Nominee	For	Against	Abstain	Broker Non-votes
Craig H. Barratt, Ph.D.	30,688,030	105,961	35,128	2,831,688
Michael A. Friedman, M.D.	30,642,095	151,820	35,204	2,831,688
Gary S. Guthart, Ph.D.	30,761,382	33,333	34,404	2,831,688
Amal M. Johnson	30,527,556	266,767	34,796	2,831,688
Keith R. Leonard, Jr.	30,653,223	140,297	35,599	2,831,688
Alan J. Levy, Ph.D.	30,225,998	592,503	10,618	2,831,688
Jami Dover Nachtsheim	30,690,851	127,636	10,632	2,831,688
Mark J. Rubash	30,648,214	145,410	35,495	2,831,688
Lonnie M. Smith	30,491,816	301,199	36,104	2,831,688

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 vote, on an advisory basis, on the
frequency of the advisory vote on the compensation of the
Companys Named Executive Officers:



1 Year	2 Years	3 Years	Abstain	Broker Non-votes
28,343,455	73,203	2,396,952	15,509	2,831,688

The annual frequency was approved on an advisory basis. In light
of this vote, the Company will include an advisory, non-binding
vote on executive compensation in its proxy materials to Section
14A of the Securities Exchange Act of 1934 on an annual basis
until the next advisory vote on the frequency of advisory votes
on executive compensation, which will occur no later than the
Companys 2023 Annual Meeting of Shareholders.

Proposal No. 4:>To ratify the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the fiscal year ending December 31,
2017:



For	Against	Abstain
33,602,781	38,894	19,132

Proposal No. 4 was approved.

Proposal No. 5:>To approve the amendment and restatement of
the ESPP:

Proposal No. 5 was approved.

Proposal No. 6:>To approve the amendment and restatement of
the 2010 Plan:

Proposal No. 6 was approved.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



Exhibit Number		Description
10.1		Intuitive Surgical, Inc. 2000 Employee Stock Purchase Plan, as amended and restated.
10.2		Intuitive Surgical, Inc. 2010 Incentive Award Plan, as amended and restated.

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. INTUITIVE SURGICAL, INC. (NASDAQ:ISRG) Recent Trading Information
INTUITIVE SURGICAL, INC. (NASDAQ:ISRG) closed its last trading session up +5.06 at 827.24 with 486,289 shares trading hands.