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Intuitive Surgical logoIntuitive Surgical ISRG

The company said stockholders approved the amendment and restatement of the Amended 2010 Plan at the annual meeting held on May 1, 2025. The number of shares reserved for issuance rises from 115,350,000 to 120,350,000, and the plan term is extended to January 30, 2035.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said stockholders approved the amendment and restatement of the Amended 2010 Plan at the annual meeting held on May 1, 2025. The number of shares reserved for issuance rises from 115,350,000 to 120,350,000, and the plan term is extended to January 30, 2035.

  2. The company said all 11 director nominees were elected. The advisory vote on executive compensation (Proposal No. 2) was approved, with 273,643,155 votes for and 17,266,578 votes against.

  3. The company said stockholders approved the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025. Both stockholder proposals (Proposal No. 5 and No. 6), totaling 2, were rejected, and Proposal No. 6 received 128,529,042 votes for and 161,977,763 votes against.

  4. The company said its Board of Directors on May 1, 2025 increased the authorized amount under the share repurchase program to a total of $4.0 billion, including amounts remaining under the prior authorization. The company said it expects to fund the repurchases with cash, cash equivalents and investments, and that it is not obligated to repurchase any specific amount.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Stockholders Approve Amended and Restated 2010 Incentive Award Plan

The company said stockholders approved the amendment and restatement of the Amended 2010 Plan at the annual meeting held on May 1, 2025. The number of shares reserved for issuance rises from 115,350,000 to 120,350,000, and the plan term is extended to January 30, 2035.

Source · Based on the filing body and exhibits

Election of 11 Directors and Advisory Vote on Executive Pay Results

The company said all 11 director nominees were elected. The advisory vote on executive compensation (Proposal No. 2) was approved, with 273,643,155 votes for and 17,266,578 votes against.

Source · Based on the filing body and exhibits

Auditor Appointment Approved and 2 Stockholder Proposals Rejected

The company said stockholders approved the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025. Both stockholder proposals (Proposal No. 5 and No. 6), totaling 2, were rejected, and Proposal No. 6 received 128,529,042 votes for and 161,977,763 votes against.

Source · Based on the filing body and exhibits

Share Repurchase Authorization Raised to $4.0 billion

The company said its Board of Directors on May 1, 2025 increased the authorized amount under the share repurchase program to a total of $4.0 billion, including amounts remaining under the prior authorization. The company said it expects to fund the repurchases with cash, cash equivalents and investments, and that it is not obligated to repurchase any specific amount.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.