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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): January 30, 2020
INTUITIVE SURGICAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-30713 | | 77-0416458 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1020 Kifer Road
Sunnyvale, California 94086
(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:
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| ☐ | 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)) |
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | ISRG | | The Nasdaq Global Select Market |
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. ¨
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| Item 5.02. | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On January 30, 2020, Lonnie M. Smith informed the Board of Directors (the “Board”) of Intuitive Surgical, Inc. (the “Company”) that he has decided to retire from the Board and, accordingly, will not stand for re-election to the Board at the Company’s 2020 Annual Meeting of Stockholders. Mr. Smith plans to continue to serve as chair of the Board until the Company’s 2020 Annual Meeting of Stockholders. Mr. Smith will join the Board of Directors of the Intuitive Foundation after his retirement.
The Board elected Dr. Craig H. Barratt to succeed Mr. Smith as chair effective as of the date of the Company’s 2020 Annual Meeting of Stockholders. Dr. Barratt is the senior vice president and general manager of the Connectivity Group at Intel Corporation. He has served on the Board since 2011 and as independent lead director since 2018.
A copy of the press release announcing the retirement of Mr. Smith and the election of Dr. Barratt is attached hereto as Exhibit 99.1.
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| Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits.
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| 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.
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| | | | | | | INTUITIVE SURGICAL, INC. | | |
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| Date: February 3, 2020 | | | | | | By: | | /s/ Marshall L. Mohr |
| | | | | | | | | Name: Marshall L. Mohr |
| | | | | | | | | Title: Executive Vice President and Chief Financial Officer |