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: April 21, 2011
(Date of earliest event reported)
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.) |
1266 Kifer Road
Sunnyvale, California 94086
(Address of Principal executive offices, including zip code)
(408) 523-2100
(Registrants telephone number, including area code)
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)) |
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 2010 Incentive Award Plan
The Board of Directors (the Board) of Intuitive Surgical, Inc. (the Company) previously adopted, subject to stockholder approval, an increase in the number of shares of common stock authorized for issuance pursuant to awards granted under the Companys 2010 Incentive Award Plan (the 2010 Plan) from 1,250,000 to 2,450,000 (the Award Pool Increase). According to the final results from the Companys Annual Meeting of Stockholders held on April 21, 2011 (the Annual Meeting), the Companys stockholders approved the amended and restatement of the 2010 Plan to provide for 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 10.1 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 five proposals, each of which are described in detail in the Companys definitive proxy statement filed with the Securities and Exchange Commission on March 1, 2011 (the Proxy):
Proposal No. 1: To elect three directors to the Board of Directors to serve a three-year term expiring at the 2014 Annual Meeting of Stockholders:
Nominee |
For |
Against |
Abstain |
Broker Non-votes | ||||
Floyd D. Loop, M.D. | 29,276,336 | 436,169 | 42,612 | 4,795,243 | ||||
George J. Stalk, Jr. | 29,334,061 | 378,184 | 42,872 | 4,795,243 | ||||
Craig H. Barratt, Ph.D. | 29,341,789 | 369,141 | 44,187 | 4,795,243 |
Each of the nominees recommended in Proposal No. 1 was elected.
Proposal No. 2: To approve an amendment and restatement of the Companys 2010 Incentive Award Plan to increase the number of shares of common stock reserved for issuance by 1,200,000 from 1,250,000 to 2,450,000:
For |
Against |
Abstain |
Broker Non-Votes | |||
20,989,274 | 8,729,615 | 36,228 | 4,795,243 |
Proposal No. 2 was approved.
Proposal No. 3: To approve, by non-binding vote, the compensation of the Companys named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and narrative discussion in the Proxy:
For |
Against |
Abstain |
Broker Non-Votes | |||
25,579,080 | 4,139,468 | 36,569 | 4,795,243 |
Proposal No. 3 was approved.
Proposal No. 4: To recommend, by non-binding vote, 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 | ||||
15,636,344 | 156,562 | 13,936,329 | 25,882 | 4,795,243 |
The stockholders recommended an advisory vote to occur every year.
Proposal No. 5: To ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2011:
For |
Against |
Abstain | ||
34,168,272 | 356,018 | 26,070 |
Proposal No. 5 was approved.
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits. |
Exhibit Number |
Description | |
10.1 | Intuitive Surgical, Inc. 2010 Incentive Award Plan, as amended and restated. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INTUITIVE SURGICAL, INC. | ||||||
Date: April 26, 2011 | By | /s/ Marshall L. Mohr | ||||
Name: Marshall L. Mohr | ||||||
Title: Senior Vice President and Chief Financial Officer |