Boston Scientific Corporation
05/06/2024 | Press release | Distributed by Public on 05/06/2024 14:14
Submission of Matters to a Vote of Security Holders - Form 8-K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In February 2024, the Board of Directors (the "Board") of Boston Scientific Corporation (the "Company") voted unanimously to approve, subject to stockholder approval, and to recommend to the Company's stockholders that they approve, an amendment and restatement of the Company's Amended and Restated By-Laws (the "By-Laws") to provide for advance notice and universal proxy rule updates. The Company's stockholders approved this amendment and restatement of the By-Laws, as recommended by the Board, at the Company's 2024 Annual Meeting of Stockholders (the "Annual Meeting") held on May 2, 2024. The By-Laws, as so amended and restated, expand the disclosures required from stockholders to propose business or nominate directors for election at the Company's annual meeting of stockholders, change the advance notice period for stockholders to notify the Company of such business proposals or director nominees, to not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year's annual meeting of stockholders, and provide that, for any director nominees proposed by a noticing stockholder pursuant to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company shall disregard any proxies or votes solicited, and no vote shall take place for such director nominees if the noticing stockholder or any proposing person fails to comply with the applicable requirements of Rule 14a-19 under the Exchange Act or fails to timely provide documentation reasonably satisfactory to the Company that such proposing person has met the requirements of Rule 14a-19(a)(3). The amendments also require stockholders soliciting proxies to use a proxy card color other than white and provide for other administrative and clarifying revisions.
The By-Laws, as so amended and restated, became effective May 2, 2024. The foregoing summary of the amendments to the By-Laws is qualified in its entirety by reference to the complete text of the By-Laws, as so amended and restated, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.