Good morning. The meeting is about to begin. At this time, I will turn it over to Lauren Tengler, Vice President, Investor Relations from Boston Scientific.
Thanks, Drew. Good morning, everyone, welcome to the 2026 Annual Meeting of Stockholders of Boston Scientific. We are pleased to be hosting our meeting in a virtual format once again to allow us to meaningfully engage with our stockholders across the world. The agenda and rules of conduct for the meeting have been posted in the meeting materials section of the virtual meeting website, along with links to our annual report and our proxy statement. If you have not already voted or wish to change your vote, you can do so at any time until the polls are closed by clicking the Vote Here button. You can also submit a question or comment at any time using the question box on the website.
Please note that as stated in the rules of the meeting, we ask that, in fairness to all attendees, you please limit yourself to one question per stockholder and note that questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized, or answered together. Before we get started, a brief reminder that any forward-looking information discussed today is subject to the safe harbor provisions under U.S. security laws. I'll now turn it over to our Chairman and CEO, Mike Mahoney.
Thanks for joining us. I'm Mike Mahoney. I'm pleased to be chairing today's meeting. I'd like to introduce the other members of our board standing for re-election here with us today. David Habiger, Vice Chairman of J.D. Power. Our Lead Independent Director, Edward Ludwig, former Chairman and CEO of Becton, Dickinson and Company. Dr. Jessica Mega, Co-Founder and former Chief Medical Officer of Verily Life Sciences. Susan Morano, former VP of Business Development and Strategic Operations, Johnson & Johnson. Dr. Cheryl Pegus, Board Chair and CEO of FlyteHealth. Cathy Smith, EVP and CFO of Starbucks Corporation. Christophe Weber, President, CEO, and Representative Director of Takeda Pharmaceutical. David Wichmann, former CEO of UnitedHealth Group, and Ellen Zane, CEO Emeritus at Tufts Medical Center. I'd also like to acknowledge the representatives of Ernst & Young, the company's independent auditor who are joining today, including our Lead Audit Partner, Mark Rocca.
Ernst & Young have indicated that they do not wish to make a statement at this time. In today's meeting, I will first provide a brief review of our business. Vance Brown, Executive Vice President, General Counsel, and Corporate Secretary, will then lead us through the formal agenda of the meeting and the voting process. This will be followed by a question and answer session. Before I provide an update on our business, I'd like to take a moment to acknowledge and thank both Yoshiaki Fujimori and John Sununu, who will retire from our board today after many years with Boston Scientific. We thank both Fuji and John for their dedicated service, leadership, and meaningful contributions to our company, our board, and our stockholders, and we wish them well in their retirements.
At Boston Scientific, our growth strategy has long centered on category leadership, leading in the medical specialties we serve. In 2025, our teams once again delivered exceptional performance, exceeding our goals through differentiated innovation and strong execution. In 2025, we generated $20 billion in net sales and achieved mid-teens growth, underscoring the strength of our strategy and the consistency of our execution. We invested more than $2 billion in research and development to fuel innovation across our portfolio while expanding our global reach to 127 countries. Supported by our team of approximately 59,000 employees worldwide, we advanced our pipeline, strengthened our capabilities, and scaled to meet increasing demand. Most importantly, we helped clinicians treat more than 48 million patients around the world, each one serving as a reminder of our purpose, advancing science for life.
This performance underscores our ability to consistently deliver value for patients around the world, for our customers and employees, and for our shareholders while positioning the company for continued durable growth. Our category leadership strategy continues to guide a disciplined approach to capital allocation. We prioritize strategic tuck-in acquisitions that strengthen our core and expand into high-growth adjacencies while maintaining a strong focus on strategic fit and financial returns. Our venture capital portfolio, now with more than 45 active investments, plays a critical role in fueling our pipeline and identifying future opportunities, serving as a key source of potential acquisitions over time. Recent transactions, including our pending acquisition of Penumbra, reflect consistent execution and position us well to continue delivering innovation, growth, and value for stockholders. We also remain focused on delivering strong, consistent performance and creating value for our customers, employees, and stockholders.
As we look ahead, we continue to believe our portfolio is well-positioned to support sustainable growth over the long term, supported by the continued progress of our businesses. Our focus remains on disciplined execution and long-term value creation. We aim to consistently be the highest performing large cap med tech company. We are investing today to drive differentiated growth over the long term. This includes an ongoing focus on innovation and diversification into higher growth markets, supported by a highly engaged global team and continued execution of our category leadership strategy through clinically differentiated product launches. I'm very grateful to our employees around the world whose winning spirit and passion for patient care enable Boston Scientific to perform at a high level. I also extend my sincere gratitude to the patients and customers who place their trust in our devices and therapies each day.
We greatly appreciate your interest and investment in Boston Scientific. Together we will continue to deliver on our mission to transform lives through innovative medical solutions. With that, today's meeting is officially called to order. I'll now turn it over to Vance to confirm that we have a quorum and take us through the formal agenda and voting process.
Hello, everyone. The close of business on March 6, 2026 was fixed as the record date for the determination of stockholders entitled to vote at this meeting. As you may be aware, notice of the meeting and the internet availability of the related proxy materials were made available on or about March 18, 2026 to all stockholders of record at the close of business on the record date. Our Board of Directors has appointed Broadridge Financial Services to act as our independent agent to tabulate votes, which has engaged Carl T. Hagberg & Associates to serve as inspector of election for this meeting. Broadridge has reported that proxies have been received for more than 86% of the approximately 1.5 billion shares of the company's common stock outstanding as of the record date. Accordingly, a quorum is present. Most stockholders have already voted by proxy.
We thank you for your votes, which have been tallied. For those of you who have not voted or who wish to change your vote, please do so following the instructions on the virtual meeting website. Any stockholder wishing to address a particular item of business may submit a question following the instructions on our virtual meeting website. I will present appropriate questions at the meeting. The time is 8:07 A.M., and the polls are currently open for voting. I will now review the proposals. We will address eight items of business today, each of which has been addressed in detail in the proxy statement mailed or made available to stockholders beginning on March 18th, 2026. The board recommends you vote for each of the seven company proposals before the meeting today. These seven proposals are as follows. Item 1, the election of 10 directors.
Biographical information for each of the directors standing for election was included in the company's proxy statement. Each person has been nominated for a one-year term to serve until the 2027 Annual Meeting of Stockholders and until his or her successor is elected and qualified or until his or her term otherwise ends in accordance with our bylaws. Item 2, an advisory vote to approve the compensation of our named executive officers. This proposal is advisory and non-binding in nature. Our Compensation Committee will take the outcome of this vote into consideration when evaluating future executive compensation arrangements. Item 3, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2026 fiscal year. Item 4, the approval of an amendment to our employee stock purchase plan to increase the number of shares reserved for issuance.
Item 5, the approval of an amendment to our certificate of incorporation to remove super majority voting provisions. Item 6, the approval of an amendment to our certificate of incorporation to provide for exculpation of certain officers as permitted by Delaware law. Item 7, the approval of an amendment to our certificate of incorporation and bylaws to permit stockholders holding 25% of our common stock to call a special meeting of stockholders. In addition, Item 8 is a stockholder proposal submitted by Mr. John Chevedden, titled Give Shareholders the Ability to Call for a Special Shareholder Meeting. I understand that Mr. Chevedden is here to present his proposal. Mr. Chevedden, you have three minutes to present your proposal. Please begin.
Hello, this is John Chevedden, Proposal 8, Give Shareholders the Ability to Call for a Special Shareholder Meeting. Shareholders ask our board of directors to take the steps necessary to amend the governing documents to give the owners a combined 10% of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an online shareholder meeting. There shall be no poison pill discriminatory rule like there is in Proposal 7 to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting. Proposal 7 and Proposal 8 are on the same topic. These two proposals are in reverse order because the shareholder Proposal 8 was drafted first and the Boston Scientific Proposal 7 came later.
Proposal 7 is masquerading as giving shareholders a right to call for a special meeting. With Proposal 7, there are two poison pill-like barriers, each of which alone is too challenging for Boston Scientific shareholders and make up the masquerade. Proposal 8, by contrast, is for an attainable shareholder right to call for a special shareholder meeting. Proposal 7 has two barriers that make it only a sort of placebo right for shareholders to call for a special shareholder meeting because history shows that it is unusable. The first standalone barrier in Proposal 7 is the need for a formal backing of 25% of shares to call for a special shareholder meeting, as opposed to 10% in Proposal 8.
A 25% requirement is too high because shareholders at more than 100 companies have voted on a shareholder right to call for a special shareholder meeting, and not one of these 100 companies have ever named one example of a special shareholder meeting ever actually taking place at any company whatsoever where the requirement was 25%. The second standalone barrier is that Proposal 7 adds an additional roadblock to its 25% requirement by disqualifying a substantial portion of Boston Scientific shares from making up the 25% figure. Shareholders at more than 100 companies have voted on a shareholder right to call for a special shareholder meeting, and not one of these 100 companies have ever named one example of a special shareholder meeting ever taking place at any company whatsoever where a substantial portion of shares were disqualified.
Please vote for the only genuine special shareholder meeting, Proposal 8, and against the placebo, Proposal 7.
Thank you, Mr. Chevedden. As described in the proxy statement, our board recommends stockholders vote against this proposal. Thank you to everyone who participated in voting and joining us today. The discussion of matters for stockholder consideration is now closed. I'll now make a final call for voting and pause briefly while any remaining votes are cast and counted. During this time, we will also address any appropriate questions submitted through the virtual meeting website. If we are unable to get to all questions due to time constraints, such questions may be submitted after the annual meeting by contacting investor relations. We will now address appropriate questions from stockholders. We do have one question. Please advise the status of the 2026 securities fraud class action lawsuits alleging misled investors regarding U.S. Electrophysiology (EP) segment growth.
Has litigation over pelvic health mesh products led to significant financial settlements so far? A putative class action complaint and related derivative complaints have been filed against the company stemming from the drop in the company's stock price in February 2026 following the release of the company's fourth quarter and full year 2025 results. The complaints allege violation of securities laws based on allegedly false statements concerning the company's financial guidance and anticipated growth in the U.S. Electrophysiology Division. We have also received a demand letter based on substantially the same set of factual allegations as those asserted in the complaints. We intend to respond in these matters and will provide appropriate updates and compliance with applicable securities laws. We will not be providing additional information at this time.
With respect to the pelvic mesh question, I would point you to our SEC filings, in particular our 10-K, where we provide significant detail with respect to our pelvic mesh litigation. It appears we do not have any remaining questions to address at this time. The polls are now closed as of 8:14 A.M. on April 30th, 2026. The Inspector of Elections will tabulate the votes cast at the meeting and certify the final results, which will be reported on Form 8-K with the U.S. Securities and Exchange Commission within four business days. I'll now review the preliminary results of the voting.
The preliminary results of the balloting with respect to Item 1, the election of 10 directors, indicate that more than a majority of the shares voting on this item were voted for the election of David Habiger, Ed Ludwig, Mike Mahoney, Jessica Mega, Susan Morano, Cheryl Pegus, Cathy Smith, Christophe Weber, David Wichmann, and Ellen Zane. Accordingly, each of them is elected as a director of the company. With respect to Item 2, the advisory vote on the approval of the compensation of our named executive officers, preliminary results indicate that more than 90% of the shares voting on this item were voted for its approval. The compensation committee will take these results under advisement.
With respect to Item 3, the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for 2026, preliminary results indicate that more than 90% of the shares voting on this item were voted for its approval. Accordingly, this item has passed. With respect to Item 4, the approval of an amendment to our employee stock purchase plan to increase the number of shares available for issuance, preliminary results indicate that more than 99% of the shares voting on this item were voted for its approval. Accordingly, this item has passed. With respect to Item 5, the approval of an amendment to our certificate of incorporation to remove super majority voting provisions, preliminary results indicate that more than 80% of the company's outstanding shares as of the record date were voted for its approval. Accordingly, this item has passed.
With respect to Item 6, the approval of an amendment to our certificate of incorporation to provide for exculpation of certain officers as permitted by Delaware law, preliminary results indicate that more than 70% of the company's outstanding shares as of the record date were voted for its approval. Accordingly, this item has passed. With respect to Item 7, the approval of an amendment to our certificate of incorporation and bylaws to permit stockholders holding 25% of our common stock to call a special meeting of stockholders, preliminary results indicate that approximately 73% of the company's outstanding shares as of the record date were voted for its approval. Accordingly, this item has not passed.
With respect to Item 8, the stockholder proposal titled "Give Shareholders the Ability to Call for a Special Shareholder Meeting," preliminary results indicate that approximately 43% of the shares voting on this item were voted for its approval. Accordingly, this item has not passed. With no further business to attend to, I would like to sincerely thank our stockholders for your ongoing support and formally adjourn today's meeting. If you have any questions following today's meeting, please submit them following the instructions on the virtual meeting website or by contacting investor relations. This concludes today's meeting. Thank you all for attending.
The conference has ended. You may disconnect your line. Thank you.