Form 8-K BOSTON SCIENTIFIC CORP For: Jul 09

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 9, 2015

 

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

Registrant’s telephone number, including area code: (508) 683-4000

 

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:

 

o            Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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.

 

(d) Election of Directors

 

On July 9, 2015, 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 eleven to twelve and appointed Donna A. James 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 15, 2015.  Additionally, the Board appointed Ms. James to serve as a member of the Executive Compensation and Human Resources Committee and the Finance Committee, also effective July 15, 2015.

 

Under the Company’s non-employee director compensation program (the “Program”), Ms. James will receive standard non-employee director compensation, prorated for the time period from the effective date of her appointment to the date of the Company’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”), which includes (i) a cash retainer of $72,900 (representing the prorated amount of the Program’s annual cash retainer of $90,000) and (ii) an equity award valued at $149,850 (representing the prorated amount of the Program’s annual grant of equity having a value of $185,000) vesting at the end of her term.  The actual number of shares to be granted to Ms. James will be determined on the date of grant, August 3, 2015, which is the first business day of the month following the month in which she will be appointed.

 

In connection with her appointment to the Board, the Company intends to enter into an indemnification agreement with Ms. James in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously filed with the Securities and Exchange Commission.

 

A copy of our press release announcing the appointment of Ms. James is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.		Description
99.1		Press Release issued by Boston Scientific Corporation dated July 15, 2015.

 

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SIGNATURE

 

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.

 

July 15, 2015	BOSTON SCIENTIFIC CORPORATION
	By:	/s/ Vance R. Brown
		Vance R. Brown
		Vice President and Chief Corporate Counsel

 

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INDEX TO EXHIBITS

 

Exhibit No.		Description
99.1		Press Release issued by Boston Scientific Corporation dated July 15, 2015

 

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Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

BOSTON SCIENTIFIC ELECTS DONNA A. JAMES TO BOARD OF DIRECTORS

 

Marlborough, Mass. (July 15, 2015) — Boston Scientific Corporation (NYSE: BSX) announces the election of Donna A. James to its board of directors, effective immediately.

 

Donna A. James is the founder and managing director of Lardon & Associates LLC, a business development and executive advisory services firm.  Ms. James has more than 30 years of diverse management and leadership experience, including serving as the former president of Nationwide Strategic Investments, a division of Nationwide Mutual Insurance Company, where she had direct responsibility for developing and executing strategies for U.S. and global financial services subsidiaries and affiliates. Ms. James also is the founder and chair of The Center for Healthy Families, a non-profit in Columbus, Ohio, and the former president and appointed chair of the National Women’s Business Council.  She received her B.S. in Accounting from North Carolina A&T State University.

 

Ms. James currently serves as a director of Time Warner Cable Inc., L Brands, Inc., Marathon Petroleum Inc., as well as FIS Group, a privately-held asset management and investment advisory firm.

 

“Donna is an accomplished business leader who brings significant financial knowledge, human resources management and organizational planning skills to our Board,” said Pete Nicholas, chairman of the board, Boston Scientific.  “We look forward to her contributions and insights, and are delighted to welcome her to the Board.”

 

About Boston Scientific

 

Boston Scientific transforms lives through innovative medical solutions that improve the health of patients around the world.  As a global medical technology leader for more than 35 years, we advance science for life by providing a broad range of high performance solutions that address unmet patient needs and reduce the cost of healthcare.  For more information, visit www.bostonscientific.com and connect on Twitter and Facebook.

 

CONTACTS
Media:		Investors:
Kelly Leadem		Susie Lisa, CFA
508-683-5543 (office)		508- 683-5565 (office)
Media Relations		Investor Relations
Boston Scientific Corporation		Boston Scientific Corporation
[email protected]		[email protected]