Business Context and Reporting Period
This Form 8-K Current Report was filed by Boston Scientific Corporation on July 30, 2024. The filing primarily addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel and governance matters.
Material Changes
The Board of Directors increased the number of directors from ten to eleven. David C. Habiger was appointed as a new director, effective July 30, 2024, to serve until the next annual meeting of stockholders. He was also appointed to the Audit Committee and the Executive Compensation and Human Resources Committee.
Compensation and Governance Details
Under the Company's non-employee director compensation program, Mr. Habiger will receive prorated compensation for the period from his appointment to the 2025 annual meeting:
- Cash Retainer: Approximately $94,175 (prorated from the standard $125,000 annual retainer).
- Equity Award: Valued at approximately $161,981 (prorated from the standard $215,000 annual grant), vesting at the end of his term.
- Grant Date: The actual number of shares will be determined on August 1, 2024.
The Company intends to enter into a standard indemnification agreement with Mr. Habiger. No other material arrangements or conflicts of interest were disclosed.
Investor Verification Checklist
- Verify the effective date of David C. Habiger's appointment (July 30, 2024).
- Confirm the specific committees to which the new director was assigned (Audit and Executive Compensation and Human Resources).
- Note the grant date for the equity award (August 1, 2024) to track share issuance.
- Review the attached Press Release (Exhibit 99.1) for additional context on the appointment.