bsx-20210309

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): March 11, 2021 (March 9, 2021)

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-11083

04-2695240

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

300 Boston Scientific Way, Marlborough, Massachusetts 01752-1234

(Address of principal executive offices) (Zip Code)

(508) 683-4000

(Registrant's telephone number, including area code)

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 communication 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

BSX

New York Stock Exchange

0.625% Senior Notes due 2027

BSX27

New York Stock Exchange

5.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share

BSX PR A

New York Stock Exchange

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.

On March 9, 2021, Stephen P. MacMillan informed the Company that he will not stand for re-election at the Company’s 2021 Annual Meeting. Mr. MacMillan has served as a member of the Board since April 2015 and currently serves as a member of the Executive Compensation and Human Resources Committee and the Nominating and Governance Committee. Mr. MacMillan will continue to serve as a director and in his committee roles until the 2021 Annual Meeting, to be held on May 6, 2021. Mr. MacMillan’s decision not to stand for re-election at the 2021 Annual Meeting is not the result of any disagreement with the Company.

Following the 2021 Annual Meeting, subject to their reelection by the stockholders, the Board will be composed of nine directors. The Board and Nominating and Governance Committee regularly review the size and composition of the Board and will continue to evaluate whether adding directors to the Board following Mr. MacMillan’s departure is in the best interest of the Company.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits


Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date:

March 11, 2021

BOSTON SCIENTIFIC CORPORATION

By:

/s/ Vance R. Brown

Vance R. Brown

Vice President and Chief Corporate Counsel