UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 25, 2019
INTUITIVE SURGICAL, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (408 ) 523-2100
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On July 25, 2019, the Board of Directors (the “Board”) of Intuitive Surgical, Inc. (the “Company”) appointed Amy L. Ladd, M.D. to the Board and the Compensation Committee of the Board (the “Compensation Committee”) effective as of August 1, 2019. The Board also increased the authorized number of members of the Board to ten (10), effective as of August 1, 2019.
Pursuant to the Company’s compensation program for its non-employee directors, Dr. Ladd will receive an annual cash retainer of $66,000 consisting of $60,000 general annual Board retainer and $6,000 additional annual retainer for service as a member of the Compensation Committee, which amounts will be prorated for her service through the end of 2019. On August 2, 2019, Dr. Ladd will receive, pursuant to the Company’s Amended and Restated 2010 Incentive Award Plan, initial grants of an option to purchase shares of the Company’s common stock with a value of $93,334 (“Stock Option Value”) and restricted stock units (“RSUs”) with a value of $93,334 (“RSU Value”). The number of shares underlying the stock option granted will be determined by dividing the Stock Option Value by one-third of the 60 trading-day average closing price of the Company’s common stock reported by Nasdaq through the last trading day of the month prior to the grant date (the “60 Trading-Day Average”). The number of RSUs granted will be determined by dividing the RSU Value by the 60 Trading-Day Average. Each grant will vest fully on the earlier of (i) the first anniversary of the grant date or (ii) the next annual meeting of stockholders following the grant date, subject to Dr. Ladd’s continued service to the Company through such date.
In addition, the Company will enter into its standard form of indemnity agreement with Dr. Ladd.
There are no transactions in which Dr. Ladd had or will have a direct or indirect material interest that would be required to be reported under Item 404(a) of Regulation S-K.
Item 7.01. | Regulation FD. |
A copy of the press release announcing the appointment of Dr. Ladd is attached hereto as Exhibit 99.1.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description |
99.1 | |
SIGNATURES
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.
INTUITIVE SURGICAL, INC. | ||||||||
Date: July 29, 2019 | By: | /s/ Marshall L. Mohr | ||||||
Name: Marshall L. Mohr | ||||||||
Title: Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 99.1
Intuitive Appoints Amy L. Ladd, M.D. to its Board of Directors
SUNNYVALE, Calif., July 29, 2019 (GLOBE NEWSWIRE) -- Intuitive (Nasdaq: ISRG), a global technology leader in minimally invasive care and the pioneer of robotic-assisted surgery, today announced the appointment of Amy L. Ladd, M.D., from Stanford University Medical Center to its board of directors, effective Aug. 1, 2019.
“Dr. Ladd brings deep surgical and medical perspective to our board of directors,” said Intuitive CEO Gary Guthart. “We are excited to welcome her and look forward to her contributions.”
Dr. Ladd has spent nearly three decades practicing orthopaedic surgery at Stanford University, specializing in hand surgery and research focused on deciphering the progression and treatment of common basilar thumb arthritis. She currently serves as the Elsbach-Richards Professor of Surgery, and by courtesy, Professor of Medicine (Immunology & Rheumatology) at the Stanford University Medical Center. She holds ten patents and trademarks for innovation that include treatment for wrist fractures, thumb arthritis and that promote musculoskeletal health awareness.
Dr. Ladd also served as the chair of the American Academy of Orthopaedic Surgeons (AAOS) Board of Specialties Society and is a past member of the AAOS board of directors. She previously served as president of the Ruth Jackson Orthopaedic Society.
Dr. Ladd received her M.D. from SUNY Upstate Medical University, completed Orthopaedic Residency at the University of Rochester, and completed the Harvard Combined Hand Surgery Fellowship. Dr. Ladd was a fellow at L'Institut de la Main in Paris, France prior to joining the Stanford University faculty in 1990. She completed her undergraduate degree in History at Dartmouth College.
About Intuitive
Intuitive (Nasdaq: ISRG), headquartered in Sunnyvale, Calif., is a global technology leader in minimally invasive care and the pioneer of robotic-assisted surgery. At Intuitive, we believe that minimally invasive care is life-enhancing care. Through ingenuity and intelligent technology, we expand the potential of physicians to heal without constraints.
Intuitive brings more than two decades of leadership in robotic-assisted surgical technology and solutions to its offerings, and develops, manufactures and markets the da Vinci® surgical system and the Ion™ endoluminal system.
About the da Vinci Surgical System
There are several models of the da Vinci surgical system. The da Vinci surgical systems are designed to help surgeons perform minimally invasive surgery. Da Vinci systems offer surgeons high-definition 3D vision, a magnified view, and robotic and computer assistance. They use specialized instrumentation, including a miniaturized surgical camera and wristed instruments (i.e., scissors, scalpels and forceps) that are designed to help with precise dissection and reconstruction deep inside the body.
For more information, please visit the company’s website at www.intuitive.com.
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Contact
Global Public Affairs
Intuitive Surgical
corp.comm@intusurg.com
+1-408-523-7337