Boston Scientific AGM: $20B 2025 Sales, Governance Votes Pass, Special Meeting Proposals Fail

Key Points

• Boston Scientific reported $20 billion in net sales for 2025 with mid‑teens growth, invested more than $2 billion in R&D, expanded to 127 countries, and highlighted a pending acquisition of Penumbra plus a venture portfolio of 45+ active investments.
• Shareholders approved key governance measures — all 10 directors were re‑elected, say‑on‑pay and auditor ratification passed with >90% support, and amendments removing supermajority provisions and officer exculpation passed — while both the company’s 25% and the stockholder’s 10% special‑meeting proposals did not pass.
• A 2026 securities‑fraud class action and related derivative complaints allege the company misled investors about U.S. Electrophysiology growth; Boston Scientific said it intends to respond and directed investors to its SEC filings for updates on pelvic mesh litigation.

Boston Scientific NYSE: BSX used its 2026 Annual Meeting of Stockholders to highlight 2025 operating performance and review a slate of governance and compensation proposals, including competing measures related to shareholders’ ability to call special meetings.

Management highlights 2025 results and strategy

Lauren Tengler, Vice President of Investor Relations, opened the virtual meeting and reminded attendees that voting could continue until the polls closed. She also noted that forward-looking statements made during the meeting were subject to safe harbor provisions under U.S. securities laws.

Chairman and CEO Mike Mahoney introduced directors standing for re-election and acknowledged Ernst & Young representatives, including lead audit partner Mark Rocca. Mahoney also thanked two retiring board members, Yoshiaki Fujimori and John Sununu, for their service.

Mahoney said the company’s growth strategy “has long centered on category leadership” across the medical specialties it serves, and he pointed to what he described as strong 2025 execution. Mahoney reported that Boston Scientific generated $20 billion in net sales in 2025 and delivered mid-teens growth. He added that the company invested more than $2 billion in research and development, expanded its global reach to 127 countries, and operated with approximately 59,000 employees worldwide. Mahoney also said Boston Scientific helped clinicians treat more than 48 million patients globally.

On capital allocation, Mahoney said the company prioritizes “strategic tuck-in acquisitions” and highlighted its venture capital portfolio with “more than 45 active investments” as a source of pipeline development and potential future acquisitions. He also referenced “our pending acquisition of Penumbra” as a recent transaction that he said reflects consistent execution.

Looking ahead, Mahoney said the company believes its portfolio is positioned for long-term sustainable growth, supported by “disciplined execution,” continued innovation, diversification into higher-growth markets, and clinically differentiated product launches. He said the company aims “to consistently be the highest performing large cap med tech company.”

Quorum and proposals

Vance Brown, Executive Vice President, General Counsel, and Corporate Secretary, said the record date for voting was March 6, 2026, and that notice and proxy materials were made available around March 18, 2026. Brown said Broadridge Financial Services served as the independent vote tabulator and had engaged Carl T. Hagberg & Associates as inspector of election.

Broadridge reported that proxies had been received for more than 86% of the approximately 1.5 billion shares outstanding as of the record date, and Brown said a quorum was present.

Brown outlined eight items of business, including seven company proposals and one stockholder proposal. The board recommended voting “for each of the seven company proposals,” Brown said, and “against” the stockholder proposal.

Special meeting proposals draw contrast

Stockholder John Chevedden presented Item 8, titled “Give Shareholders the Ability to Call for a Special Shareholder Meeting.” Chevedden asked shareholders to support amending governing documents to allow holders of a combined 10% of outstanding common stock to call a special meeting. He argued that the company’s Item 7 proposal, which would permit holders of 25% of the common stock to call a special meeting, amounted to a “masquerade” and a “placebo right,” citing what he characterized as barriers in the company’s approach.

Brown thanked Chevedden and reiterated that the board recommended voting against the stockholder proposal.

Company addresses litigation question

During the Q&A, Brown responded to a stockholder question regarding the “status of the 2026 securities fraud class action lawsuits alleging misled investors regarding U.S. Electrophysiology (EP) segment growth,” as well as whether pelvic health mesh litigation had led to significant settlements.

Brown said a putative class action complaint and related derivative complaints were filed following a February 2026 stock price decline after the company’s fourth-quarter and full-year 2025 results. He said the complaints allege securities law violations based on allegedly false statements concerning financial guidance and anticipated growth in the U.S. Electrophysiology Division, and that the company had also received a demand letter based on similar allegations. “We intend to respond in these matters and will provide appropriate updates and compliance with applicable securities laws,” Brown said, adding that the company would not provide additional information at that time.

On pelvic mesh, Brown directed stockholders to the company’s SEC filings, “in particular our 10-K,” for details on pelvic mesh litigation.

Preliminary voting results

Brown said the polls closed at 8:14 a.m. on April 30, 2026, and that final results would be reported on a Form 8-K within four business days. He then reviewed preliminary results:

• Item 1 (director elections): Each of the 10 nominees received more than a majority of shares voting and was elected: David Habiger, Ed Ludwig, Mike Mahoney, Jessica Mega, Susan Morano, Cheryl Pegus, Cathy Smith, Christophe Weber, David Wichmann, and Ellen Zane.
• Item 2 (say-on-pay): More than 90% of shares voting supported approval of named executive officer compensation.
• Item 3 (auditor ratification): More than 90% of shares voting supported Ernst & Young’s appointment for 2026.
• Item 4 (employee stock purchase plan amendment): More than 99% of shares voting supported increasing shares reserved for issuance.
• Item 5 (remove supermajority voting provisions): More than 80% of outstanding shares as of the record date supported the amendment, and it passed.
• Item 6 (officer exculpation): More than 70% of outstanding shares as of the record date supported the amendment, and it passed.
• Item 7 (25% special meeting right): Approximately 73% of outstanding shares as of the record date were voted for approval; Brown said it did not pass.
• Item 8 (stockholder proposal for 10% special meeting right): Approximately 43% of shares voting supported approval; Brown said it did not pass.

With no further business, Brown adjourned the meeting and thanked stockholders for their participation.

About Boston Scientific NYSE: BSX

Boston Scientific Corporation NYSE: BSX is a global medical device company that develops, manufactures and markets a broad portfolio of products used in less-invasive medical procedures. Founded in 1979 by John Abele and Peter Nicholas, the company is headquartered in Marlborough, Massachusetts, and focuses on technologies that enable physicians to treat a wide range of cardiovascular, digestive, urologic, pulmonary and chronic pain conditions without open surgery.

Boston Scientific's activities span product development, clinical research, regulatory affairs and commercial sales.

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