Item 9.01. Other Events.

On August 11, 2017, Intuitive Surgical, Inc. (“Intuitive”) issued a press release announcing that its board of directors has approved an increase in the number of authorized shares of the Company’s common stock from 100,000,000 shares to 300,000,000 shares in connection with a three-for-one split of Intuitive’s common stock to be effected through an amendment to Intuitive’s Amended and Restated Certificate of Incorporation (the “Proposal”). The adoption of the Proposal is subject to the approval of Intuitive’s stockholders at a Special Meeting of Stockholders (the “Special Meeting of Stockholders”), which is currently scheduled to take place on September 22, 2017.

Copies of (i) the press release and (ii) Employee Frequently Asked Questions & Answers About the Stock Split are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Additional Information and Where to Find It

This Current Report on Form 8-K may be deemed to be solicitation material in respect of the solicitation of proxies from stockholders for the Special Meeting of Stockholders. Intuitive intends to file with the Securities and Exchange Commission (the “SEC”) and make available to the stockholders of Intuitive of record on August 25, 2017 a proxy statement containing important information about the Proposal. BEFORE MAKING ANY VOTING DECISION, INTUITIVE’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN IT BECOMES AVAILABLE CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING OF STOCKHOLDERS, INCLUDING THE PROPOSAL.

Investors will be able to obtain the proxy statement and other relevant materials, when available, free of charge at the SEC’s website ( In addition, documents filed with the SEC by Intuitive, including the proxy statement when available, will be available free of charge from Intuitive’s website at or by calling Intuitive’s proxy solicitor MacKenzie Partners, Inc. at (800) 322-2885.

Participants in the Solicitation

Intuitive, its directors, nominees and executive officers, and MacKenzie Partners, Inc., Intuitive’s proxy solicitor, may be deemed to be participants in the solicitation of proxies from Intuitive’s stockholders with respect to the matters to be considered at the Special Meeting of Stockholders, including the Proposal. Information regarding the names, affiliations, and direct or indirect interests (by security holdings or otherwise) of these persons will be described in the proxy statement to be filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

d) Exhibits.




Press release issued by Intuitive Surgical, Inc., dated August11, 2017.


Employee Frequently Asked Questions & Answers About the Stock Split.

EX-99.1 2 a20170811ex-991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1     Contact: Investor Relations(408) 523-2161 INTUITIVE SURGICAL BOARD OF DIRECTORS APPROVES A THREE-FOR-ONE STOCK SPLITSUNNYVALE,…
To view the full exhibit click here


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.

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