Boston Scientific (BSX) Proxy Filing summary

Voting matters and shareholder proposals

• Election of ten directors is proposed, with board recommending a vote for each nominee.

• Advisory vote on executive compensation is recommended for approval.

• Ratification of Ernst & Young LLP as independent auditor for 2026 fiscal year is recommended.

• Amendments to the Employee Stock Purchase Plan to increase reserved shares are proposed.

• Amendments to the Certificate of Incorporation to remove supermajority voting, provide officer exculpation, and allow 25% shareholders to call special meetings are recommended.

• Board recommends voting against a shareholder proposal to give shareholders the ability to call special meetings.

Board of directors and corporate governance

• Ten director nominees are listed for election at the annual meeting.

• Proposed amendments would enhance shareholder rights by lowering thresholds for calling special meetings.

Executive compensation and say-on-pay

• Advisory vote on executive compensation for named executive officers is included, with board support.