Boston Scientific

On January 29, 2023, Donna A. James informed the Company that she will not stand for re-election at the Company’s 2023 Annual Meeting. Ms. James has served as a member of the Board of Directors (Board) since July 2015 and currently serves as the chair of the Executive Compensation and Human Resources Committee and a member of the Nominating and Governance Committee. Ms. James will continue to serve as a director and in her committee roles until the 2023 Annual Meeting, to be held on May 4, 2023. Ms. James’ decision not to stand for re-election at the 2023 Annual Meeting is not the result of any disagreement with the Company. Following the 2023 Annual Meeting, subject to their reelection by the stockholders, the Board will be composed of nine directors.

(i) 2023 Annual Bonus Plan On November 18, 2022, upon the recommendation of the Executive Compensation and Human Resources Committee (the “Compensation Committee”), the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”) approved the Company’s 2023 Annual Bonus Plan effective for the performance period January 1, 2023 through December 31, 2023. As part of the Company’s overall compensation program, the 2023 Annual Bonus Plan provides an annual cash incentive opportunity for eligible exempt and nonexempt indirect labor or equivalent personnel (including the Company’s named executive officers meeting the eligibility criteria) based on the achievement of certain performance metrics.

(e) Compensatory Arrangements of Certain Officers As part of the ongoing evaluation of its executive compensation programs, the Executive Compensation and Human Resources Committee of the Board of Directors of Boston Scientific Corporation (the "Company"), reviewed the existing form of Change in Control Agreement for executive officers below the chief executive officer level and approved certain modifications to better align executive compensation with increasing stockholder value following a change in control. On May 3, 2022, the Executive Compensation and Human Resources Committee approved changes to the form of Change in Control Agreement for executive officers below the chief executive officer level (“Revised Change in Control Agreements”).

(b) On March 30, 2022, David A. Pierce, executive vice president and president, MedSurg and president, Endoscopy, informed Boston Scientific Corporation (“Boston Scientific” or the “Company”), that he will retire, effective July 4, 2022. Mr. Pierce joined the Company in 1991 and has served in a number of roles of increasing responsibility. During the next several months, Mr. Pierce intends to lead efforts to transition his responsibilities to his successors. Arthur C. Butcher, currently executive vice president and president, Asia Pacific, will change roles and serve as executive vice president and group president, MedSurg and Asia Pacific, and will continue to be an executive officer of the Company. Michael Jones, currently senior vice president and general manager, Endoscopy, will change roles and serve as senior vice president and president, Endoscopy.

(i) 2022 Annual Bonus Plan On November 19, 2021, upon the recommendation of the Executive Compensation and Human Resources Committee (the “Compensation Committee”), the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”) approved the Company’s 2022 Annual Bonus Plan effective for the performance period January 1, 2022 through December 31, 2022. As part of the Company’s overall compensation program, the 2022 Annual Bonus Plan provides an annual cash incentive opportunity for eligible exempt and nonexempt indirect labor or equivalent personnel (including the Company’s named executive officers meeting the eligibility criteria) based on the achievement of certain performance metrics.

(d) Election of Directors On June 24, 2021, Boston Scientific Corporation (the “Company”) filed a Current Report on Form 8-K announcing the appointment of David S. Wichmann to the Company’s Board of Directors (the “Board”) on June 23, 2021. At the time of filing of that report, the Board had not determined the committee assignments for Mr. Wichmann. On July 28, 2021, the Board appointed Mr. Wichmann to serve as a member of the Audit Committee and the Risk Committee.

(d) Election of Directors On June 23, 2021 the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”), upon the recommendation of the Nominating and Governance Committee, increased the number of directors comprising the Board from nine to ten and appointed David S. Wichmann to be a director of the Company, filling the vacancy created by such an increase, to hold office until the next annual meeting of stockholders, in each case, effective June 23, 2021. The Board expects to appoint Mr. Wichmann to one or more committees of the Board at a later date. As of the filing of this Current Report on Form 8-K, the Board has not determined the committee assignments for Mr. Wichmann. The Company will provide the foregoing information by filing an amendment to this Current Report on Form 8-K after the information is determined or becomes available.

On March 9, 2021, Stephen P. MacMillan informed the Company that he will not stand for re-election at the Company’s 2021 Annual Meeting. Mr. MacMillan has served as a member of the Board since April 2015 and currently serves as a member of the Executive Compensation and Human Resources Committee and the Nominating and Governance Committee. Mr. MacMillan will continue to serve as a director and in his committee roles until the 2021 Annual Meeting, to be held on May 6, 2021. Mr. MacMillan’s decision not to stand for re-election at the 2021 Annual Meeting is not the result of any disagreement with the Company. Following the 2021 Annual Meeting, subject to their reelection by the stockholders, the Board will be composed of nine directors.

(i) 2021 Annual Bonus Plan On November 19, 2020, upon the recommendation of the Executive Compensation and Human Resources Committee (the “Compensation Committee”), the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”) approved the Company’s 2021 Annual Bonus Plan effective for the performance period January 1, 2021 through December 31, 2021. As part of the Company’s overall compensation program, the 2021 Annual Bonus Plan provides an annual cash incentive opportunity for eligible salaried personnel (including the Company’s named executive officers meeting the eligibility criteria) based on the achievement of certain performance metrics.

Restoration of Annual Cash Retainer for the Board of Directors As previously disclosed, o n April 1 , 2020, in light of the disruption and uncertainty created by the evolving COVID-19 pandemic and its anticipated impact on the operations of Boston Scientific Corporation (the “Company”) , the Board of Directors of the Company (the “Board”) determined that, for the one-year term beginning at the 2020 Annual Meeting of Stockholders, the annual cash retainer for each non-employee director serving on the Board would be temporarily reduced to one-half of the previously approved amount . On September 30 , 2020, the Board determined that, due to stronger business results compared with the Company’s prior expectations, the annual cash retainer for the Board will be restored, beginning with a payment expected to be made during the fourth quarter of 2020.

Restoration of Base Salary of Executive Officers As previously disclosed, on April 2, 2020, the Company announced that, in light of the disruption and uncertainty created by the evolving COVID-19 pandemic and its anticipated impact on the Company’s operations, all of our executive officers, including our Chief Executive Officer, Chief Financial Officer, and our other named executive officers, would be taking a significant temporary reduction in base salary for up to 6 months.

(b) On June 6, 2020, Kevin J. Ballinger, executive vice president and president, Interventional Cardiology, of Boston Scientific Corporation (“Boston Scientific” or the “Company”), informed the Company that he will resign effective July 3, 2020. Mr. Ballinger is resigning to take a chief executive officer position at a company that does not compete with Boston Scientific. Joseph M. Fitzgerald, currently the Company’s executive vice president and president, Rhythm Management, will change roles and serve as executive vice president and president, Interventional Cardiology, effective July 6, 2020. Scott Olson, who currently serves as the Company’s senior vice president, commercial general manager, Rhythm Management, has been appointed as senior vice president and president, Rhythm Management, effective July 6, 2020. Mr.

(e) Approval of Amendment and Restatement of Boston Scientific Corporation 2011 Long-Term Incentive Plan At the Annual Meeting of Stockholders (“Annual Meeting”) of Boston Scientific Corporation (the “Company”) held on May 7, 2020, the Company's stockholders approved an amendment and restatement of the Company's 2011 Long-Term Incentive Plan (the “Amended 2011 Plan”), which plan will be effective as of October 1, 2020. The Company's Board of Directors (the “Board”) had previously approved and adopted the Amended 2011 Plan on March 12, 2020, subject to stockholder approval. Terms of the Amended 2011 Plan are described in the Company's 2020 Proxy Statement, which was filed with the Securities and Exchange Commission on March 25, 2020, which description is incorporated herein by reference and is qualified in its entirety by reference to the Amended 2011 Plan.

Reduction in Base Salary of Executive Officers On April 2 , 2020, the Company announced that, in light of the disruption and uncertainty created by the evolving COVID-19 pandemic and its anticipated impact on the Company’s operations , all of our executive officers, including our Chief Executive Officer, Chief Financial Officer, and our other named executive officers, will be taking a temporary reduction in base salary for up to 6 months. Our Chief Executive Officer, Michael Mahoney, will completely forgo his base salary, other than payments necessary to retain his benefits, resulting in a 99 percent reduction in his base salary. Our Chief Financial Officer, Daniel Brennan, and each of our other named executive officers, including, Kevin Ballinger, Joseph Fitzgerald, and Edward Mackey, will be taking a 50 percent reduction in base salary.

(i) 2020 Annual Bonus Plan On November 14, 2019 , upon the recommendation of the Executive Compensation and Human Resources Committee (the “Compensation Committee”), the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”) approved the Company’s 2020 Annual Bonus Plan effective for the performance period January 1, 2020 through December 31, 2020. As part of the Company’s overall compensation program, the 2020 Annual Bonus Plan provides an annual cash incentive opportunity for eligible salaried personnel (including the Company’s named executive officers meeting the eligibility criteria) based on the achievement of certain performance metrics.

(c) On May 9, 2019, the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”) appointed Jonathan Monson as Vice President, Global Controller and Chief Accounting Officer, effective July 1, 2019. Mr. Monson currently serves as Vice President of Finance and Controller of the Company’s Urology and Pelvic Health business, a position he has held since April 2016. Prior to serving in his current role, Mr. Monson was Vice President of Corporate Accounting at the Company from September 2008 through March 2016.

(i) 2019 Annual Bonus Plan On November 14, 2018, upon the recommendation of the Executive Compensation and Human Resources Committee (the “Compensation Committee”), the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”) approved the Company’s 2019 Annual Bonus Plan effective for the performance period January 1, 2019 through December 31, 2019. As part of the Company’s overall compensation program, the 2019 Annual Bonus Plan provides an annual cash incentive opportunity for eligible salaried personnel (including the Company’s named executive officers meeting the eligibility criteria) based on the achievement of certain performance metrics.

(e) Named Executive Officer Compensation Adjustment On December 1, 2017, Joseph M. Fitzgerald, our executive vice president and president, Rhythm Management, was granted the option to purchase 306,372 shares of our common stock (having an aggregate value of $2.5 million) at a price of $26.15 per share. The grant vests in four equal annual installments beginning on December 1, 2018, the first anniversary of the date of grant. The grant is made pursuant to the 2011 Boston Scientific Long Term Incentive Plan (“Plan”) and will be subject to all provisions of the applicable award agreements under which it is granted and the Plan.

(i) 2018 Annual Bonus Plan On November 16, 2017 , upon the recommendation of the Executive Compensation and Human Resources Committee (the “Compensation Committee”), the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”) approved the Company’s 2018 Annual Bonus Plan effective for the performance period January 1, 2018 through December 31, 2018. As part of the Company’s overall compensation program, the 2018 Annual Bonus Plan provides an annual cash incentive opportunity for eligible salaried personnel (including the Company’s named executive officers meeting the eligibility criteria) based on the achievement of certain performance metrics.

(b) On April 17, 2017, Timothy A. Pratt, age 67, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of Boston Scientific since February 2010, informed the Company that he will retire by the end of 2017. Mr. Pratt joined Boston Scientific in May 2008 as Executive Vice President, General Counsel and Secretary. During the next several months, Mr. Pratt intends to lead the efforts to identify his successor and assist in a seamless transition.

On January 16, 2017, Kristina M. Johnson, Ph.D., informed the Company that she will not stand for re-election at the Company’s 2017 Annual Meeting. Dr. Johnson has served as a member of the Board since January 2011 as well as from April 2006 to May 2009, and currently serves as Chairman of the Executive Compensation and Human Resources Committee and as a member of the Finance Committee. Dr. Johnson will continue to serve as a director and in her committee roles until the 2017 Annual Meeting. Dr. Johnson’s decision not to stand for re-election at the 2017 Annual Meeting is not the result of any disagreement with the Company.

(i) 2017 Annual Bonus Plan On November 18, 2016, upon the recommendation of the Executive Compensation and Human Resources Committee (the “Compensation Committee”), the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”) approved the Company’s 2017 Annual Bonus Plan effective for the performance period January 1, 2017 through December 31, 2017. As part of the Company’s overall compensation program, the 2017 Annual Bonus Plan provides an annual cash incentive opportunity for eligible salaried personnel (including the Company’s named executive officers meeting the eligibility criteria) based on the achievement of certain performance metrics.

Amendment and Restatement of Executive Retirement Plan On July 26, 2016, upon the recommendation of the Executive Compensation and Human Resources Committee (the “Compensation Committee”), the Board of Directors of Boston Scientific Corporation (the “Company”) approved the amendment and restatement of the Boston Scientific Corporation Executive Retirement Plan, effective August 1, 2016 (as amended and restated, the “Plan”). Under the amended terms of the Plan, an employee that is not a member of the Company’s Executive Committee and serves in the highest president position within a global division, region or country, in each case, immediately preceding his or her retirement, will only be eligible to participate in the Plan if he or she has served in that position since a date prior to August 1, 2015.

(d) Election of Directors On July 11, 2016, the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”), upon the recommendation of the Nominating and Governance Committee, increased the number of directors comprising the Board from ten to eleven and appointed Yoshiaki Fujimori to be a director of the Company, filling the vacancy, to hold office until the next annual meeting of stockholders, in each case, effective July 13, 2016. Additionally, the Board appointed Mr. Fujimori to serve as a member of the Nominating and Governance Committee and the Finance Committee, also effective July 13, 2016. Under the Company’s non-employee director compensation program (the “Program”), Mr.

Director or officer change (Item 5.02). Open the filing for details.