Document


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549   
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2018   
 
INTUITIVE SURGICAL, INC.
(Exact name of registrant as specified in its charter)
 
Delaware 
   
000-30713 
   
77-0416458 
(State or other jurisdiction
of incorporation)
   
(Commission File Number)
   
(I.R.S. Employer Identification No.)

1020 Kifer Road
Sunnyvale, California 94086
(Address of principal executive offices) (zip code)
  
Registrant’s telephone number, including area code: (408) 523-2100
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨  
 





Item 5.07.    Submission of Matters to a Vote of Security Holders. 
At the Annual Meeting of Stockholders held on April 19, 2018 (the “Annual Meeting”), the stockholders of Intuitive Surgical, Inc. (the “Company”) voted on the following three proposals, each of which is described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 2, 2018:
Proposal No. 1: To elect nine members to the Board of Directors to serve a one-year term expiring at the 2019 Annual Meeting of Stockholders:
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-votes
Craig H. Barratt, Ph.D.
 
89,385,838
 
907,456
 
109,057
 
10,027,876
Michael A. Friedman, M.D.
 
88,868,859
 
1,424,933
 
108,559
 
10,027,876
Gary S. Guthart, Ph.D.
 
90,036,657
 
259,926
 
105,768
 
10,027,876
Amal M. Johnson
 
88,807,039
 
1,481,506
 
113,806
 
10,027,876
Keith R. Leonard, Jr.
 
89,771,639
 
517,760
 
112,952
 
10,027,876
Alan J. Levy, Ph.D.
 
87,587,425
 
2,756,187
 
58,739
 
10,027,876
Jami Dover Nachtsheim
 
89,770,335
 
518,200
 
113,816
 
10,027,876
Mark J. Rubash
 
89,747,500
 
539,492
 
115,359
 
10,027,876
Lonnie M. Smith
 
89,184,522
 
1,107,978
 
109,851
 
10,027,876
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 Company’s Named Executive Officers as disclosed in the Proxy Statement:
For
 
Against
 
Abstain
 
Broker Non-votes
86,144,619
 
4,146,290
 
111,442
 
10,027,876
Proposal No. 2 was approved on an advisory basis.
Proposal No. 3: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:
For
 
Against
 
Abstain
100,189,793
 
157,877
 
82,557
Proposal No. 3 was approved.





SIGNATURES  
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  
  
  
  
  
INTUITIVE SURGICAL, INC.
  
  
 
  
 
 
Date: April 23, 2018
  
  
  
By:
/s/ Jamie E. Samath
  
  
  
  
  
  
  
  Name: Jamie E. Samath
  
  
  
  
  
  
  
  Title: Vice President, Corporate Controller, and Principal Accounting Officer