Intuitive Surgical, Inc. (ISRG)
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AGM 2026

Apr 30, 2026

Gary Loeb
EVP and Chief Legal and Compliance Officer, Intuitive Surgical

Good afternoon, everyone. I'm Gary Loeb, Executive Vice President and Chief Legal and Compliance Officer at Intuitive. I welcome you to the 2026 Annual Meeting of Stockholders. We are hosting our annual meeting virtually this year. Members of the Board of Directors, as well as management team members are also present are Kris Veal, Principal at Veaco Group and the Inspector of Election, and Kristian Gusmer, Partner at PricewaterhouseCoopers LLP, the company's independent registered public accounting firm. Cory Balliet, Vice President, Corporate Law Governance, and Corporate Secretary at Intuitive, will act as the Secretary of the meeting, and I will serve as the Chair of the meeting. Let me begin with a brief review of the agenda for today's session.

We will start by taking care of some housekeeping items. We will move to the formal business for the meeting, consideration of the proposals described in our proxy statement. After the conclusion of the formal meeting, David Rosa, Chief Executive Officer of Intuitive, will provide an overview of recent company highlights. We will have time for appropriate questions. First, some housekeeping. Only stockholders may ask questions, which must be submitted in the designated field on the web portal. If you encounter any difficulties submitting questions on the web portal during the meeting, please call the technical support number that is posted on the virtual shareholder meeting login page or otherwise refer to the proxy statement for additional information on how to reach our support team. The time is 3:01 P.M. Pacific Time. The meeting will now come to order.

I have confirmed with Computershare that we have a complete list of the stockholders of record of the company's capital stock on March 2nd, 2026, the record date for this meeting. That list of stockholders and the number of shares held by each such stockholder as of the record date is posted on the meeting web portal for any stockholder wishing to inspect it. The stockholder list shows that as of the record date, there were 355,230,371 shares of common stock outstanding and entitled to vote at this meeting.

I also have an affidavit certifying that commencing on March 17, 2026, either, one, a notice of internet availability of the proxy materials, or two, the proxy materials themselves were sent either by email or by United States Mail to all stockholders of record at the close of business on March 2nd, 2026. Kris Veal has been appointed to act as Inspector of Elections at this meeting. Ms. Veaco has taken and subscribed the customary oath of office to execute her duties with strict impartiality, which will be filed with the records of the meeting. Her function is to decide the qualifications of voters, accept their votes, and when voting on all matters is completed, to tally the votes cast as to each matter.

I'm informed by the Inspector of Election that based on the number of proxies received to date, a quorum is present and the meeting will proceed. Accordingly, I hereby declare this meeting to be duly constituted for the transaction of all business. We will now proceed with the formal business of the meeting. There are four proposals to be considered by the stockholders at this meeting, which are listed in our proxy statement. It is now 3:03 P.M., and the polls are open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted upon. The first item of business is the election of 10 directors nominated by the board of directors. The following individuals have been nominated to the board of directors to serve until the 2027 Annual Meeting of Stockholders.

Dr. Craig Barratt, Mr. Joseph Beery, Mr. Lewis Chew, Dr. Gary Guthart, Ms. Sreelakshmi Kolli, Dr. Amy Ladd, Mr. Keith Leonard, Ms. Jami Dover Nachtsheim, Dr. Monica Reed, and Mr. David Rosa. The board of directors recommends the stockholders vote for the election of each of the nominees. No other nominations complying with the nomination procedures in the company's amended and restated bylaws have been received, and the nominations are closed. The second item of business is the approval on an advisory basis of the compensation of the company's named executive officers as disclosed in the compensation discussion and analysis, compensation tables, and narrative discussion of the proxy statement for this annual meeting. The board of directors recommends that the stockholders vote on an advisory basis for the approval of the compensation of the company's named executive officers.

The third item of business is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The board of directors recommends that the stockholders vote for the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The fourth item of business is the amendment and restatement of the amended and restated 2010 Incentive Award Plan as disclosed in the exhibits of the proxy statement for this annual meeting. The board of directors recommends that the stockholders vote for the amendment and the restatement of the amended and restated 2010 Incentive Award Plan. Are there any questions on any of the four proposals? Seeing none, we will now move on to voting on the proposals.

Voting is by proxy or online on the web portal. Any stockholder who has not yet voted or who wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet, or who do not want to change their vote, do not need to take any further action. Only stockholders of record on March 2nd, 2026 or their proxy holders are eligible to vote at this meeting. We are now going to take a short pause to allow for any stockholders who have not yet voted to do so. The polls are about to close. The time is 3:07 P.M., and the polls are now closed for voting.

We have been informed by the Inspector of Election that the preliminary vote reports show that there were sufficient votes for the election of each of the nominees to the board of directors, Dr. Craig Barratt, Mr. Joseph Beery, Mr. Lewis Chew, Dr. Gary Guthart, Ms. Sreelakshmi Kolli, Dr. Amy Ladd, Mr. Keith Leonard, Ms. Jamie Dover Nachtsheim , Dr. Monica Reed, and Mr. David Rosa, and each is hereby elected to the board of directors to serve until the 2027 Annual Meeting of Stockholders. In addition, the Inspector of Elections preliminary vote report for each of the other proposals is as follows. The proposal to approve the compensation of the named executive officers on an advisory basis has received sufficient affirmative votes and is approved.

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ended December 31st, 2026 has received sufficient affirmative votes and is approved. The proposal to approve the amendment and restatement of the amended and restated 2010 Incentive Award Plan has received sufficient affirmative votes and is approved. The Inspector of Election will prepare a final report that will be included as part of the record of this meeting. We will be reporting the final vote results in a Form 8-K, which will be filed with the United States Securities and Exchange Commission within the next four business days. This now concludes the formal portion of our meeting. The meeting is adjourned at 3:09 P.M. I will turn it over to Dave Rosa for a presentation on our business.

David Rosa
CEO, Intuitive Surgical

Thank you and good afternoon. Before I get into my presentation, I'd like to take a moment to acknowledge the contributions of Amal Johnson to the board of directors and to the company. Amal joined our board in April of 2010. She has been an exemplary board member and an outstanding Chair of the Compensation Committee, providing disciplined oversight throughout her tenure with us. For the past 16 years, her strategic insights have been instrumental in guiding us through a period of significant growth and innovation at the company. We are deeply grateful for the leadership and expertise that she has shared with us. We take a moment here to recognize her significant contributions to our board and the entire Intuitive community.

For many of us who had the honor and pleasure of serving with Amal, this is simply a chance to say thank you and see you down the road. Now turning to our business presentation. Note that the following discussion contains forward-looking statements, and the company's actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in the company's annual report on Form 10-K for the fiscal year ended December 31st, 2025, as updated by the company's other filings with the Securities and Exchange Commission. I believe we occupy a very privileged space in healthcare. For the 30 years of our history, we've had a mission and vision that's very centered on patient care. It's very human.

We've been able to bring that to life using advanced technology, robotics, now AI, advanced vision systems. Being in Silicon Valley, that combination of a mission and a vision and technology has allowed us to attract and retain some of the very best in the world. As we make progress against that mission and vision, we measure that. It's something called the Quintuple Aim. It has been something that we've adopted and really from customers over the years that's moved from the Triple Aim to the Quadruple Aim to now the Quintuple Aim. The first of which is improving outcomes, the North Star for the company. The second of which is to enhance the patient experience as they navigate the healthcare system at a very difficult time of their life.

The third is to improve the care team experience, the surgeons, the nurses, and others who are responsible for delivering effective, high-quality care to those patients. Fourth is lowering the total cost of care. How do we bring value to the overall healthcare system, ensure we are improving quality while lowering total cost? Finally, expanding access to care across the globe to high-quality, minimally invasive surgery. If you wind back to the beginning of the company and you look at how we prioritize bringing value to the healthcare system, this is in priority order, and you can see it's highly aligned with the Quintuple Aim. It starts again with patient value. Do the products and services that we develop and bring to our customers in their hands, can they move the needle on outcomes and improve that patient experience?

Do our products with surgeons and physicians and care teams, are they repeatable? Are they usable? Do we support them well? Can we train the appropriate people in a short time so that they can deliver value and rely on our products? Hospitals make the investments, are they realizing the return on their investments in our products and in our company? Ultimately, healthcare systems around the globe, government entities are paying for healthcare. We, with our products and through our customers are trying to lower the total cost, deliver higher quality. If we do that well, that's a virtuous cycle where our customers and their patients are realizing the value of the work we do. We create value. Value is created for employees, and we work hard so that many of them are shareholders.

For all of the shareholders, around the globe, value is created. Our employees are the ones that invent the products, do the work to bring them to our customers, support our customers, train them, answer the phone when they call us, and we want them to be shareholders. We know that the journey of improving healthcare is multi-years, and it's multi-decades in time. We want them to think long-term, be long-term shareholders. It's through that framework, it's through that lens that our products have been built. Five generations of our multi-port platform, now Da Vinci SP and our Ion, our bronchoscopic platform, and their associated ecosystems have been developed to deliver against the Quintuple Aim and against those priorities.

It's those products that have brought us now to having impacted more than 20 million patients over the history of Intuitive. If you look at where those patients have been treated over time, in 2005, about 17% of those patients were treated outside of the U.S. You wind the clock forward to 2025, it's now 35% are outside the U.S., and we expect that to continue that trajectory looking forward. If you look at 2025 and our results and the work that was done by our teams, about 3.2 million of the 20 million procedures were performed in 2025. Over 3 million on multi-port, about 55,000 on single port, and about 140,000 on Ion.

That was included about 1,900 systems that were placed in the year to support those procedures, and leading us now to about 12,000 systems installed globally. One of the phenomenons over the years is it has been highly studied. Da Vinci surgery, both multi-port and single port and Ion, over 4,000 articles were published in 2025 alone looking at the merits, the economics, the clinical outcomes of our products, leading to just about a 48,000 cumulative peer-reviewed articles published to date. It's not enough, we don't think, to have great products. Our products are being adopted and having an impact. We also want to measure how the company is doing in our customers' eyes. Every year, we hire a third-party company to survey our customers.

We use J.D. Power, we ask questions about how the company is showing up, how our teams are showing up, how are our products doing, how do they perceive the way in which we interact. We have a Net Promoter Score in 2025 is 76. As a reminder, anything above 70 is considered world-class. If you look into the comments by our customers and in my interactions with them, they point primarily at two things. One is that our products work and are delivering against their promise. Two, and importantly, our teams are highly aligned to the goals of our customers. They're in there supporting our customers in their journey. Both of those lead to a Net Promoter Score of 76.

As we close out 2025, we started the year with four primary objectives around our objectives around innovation and the full launch of dV5, expanding the adoption of our products and treating , so customers can treat patients through really focused on procedure adoption in certain countries through marketing and market access efforts and commercial activities. Investing in the manufacturing industrial scale required to deliver the products our customers need on a routine and a consistent basis. Then finally, as da Vinci 5 is launched and we build a digital suite of products that we launch the right tools in the right markets and have follow-on feature releases for those products. Like any year, 2025 had its challenges, certainly a dynamic trade environment that persists into 2026.

We saw pricing and robotic competitors emerge even more so in China. We saw government budgetary pressures in Japan and the U.K. We continue to see pressure in the bariatric market in the U.S. and outside the U.S. as a result of GLP-1s. We had areas of strength in U.S. general surgery in the broad launch of da Vinci 5 and our ability of our teams, particularly in the U.S., to put that into our customers' hands. We saw strong utilization growth on SP and Ion, which I'll share with you in a few slides. Our overall financial performance for the year was quite strong. 19% total procedure growth year-over-year, a 13% install base growth and revenue just eclipsing $10 billion.

As we entered 2026, we had a solid start for the first quarter with 17% total procedure growth year-over-year, about $2.77 billion in revenue, representing a 23% increase, a 12% install base growth with Da Vinci, and a 67.8% non-GAAP gross margin. Some of the highlights in Q1, we talked about 12,000 systems now installed around the globe, 5,000 of which are outside the U.S. and international markets. Importantly, we received a 510(k) clearance for additional uses on our Force Feedback instruments. One of the primary features of da Vinci 5 is now the inclusion of Force Feedback. This gives us the opportunity to build our supply chain up and deliver Force Feedback instruments to meet customer demand through this year and into next.

Importantly now, as we are investing additionally into the cardiac surgery market, we launched a pathway in conjunction with The Society of Thoracic Surgeons that really is the foundation now of our cardiac business as we look forward. Our guidance at the end of quarter one is now 13.5%- 15.5% Da Vinci procedure growth. Our non-GAAP gross margin guidance is 67.5%-68.5%, and our non-GAAP operating expense growth is 11%-14%. Just turning to a couple of highlights of our platforms. If you look at our Da Vinci multi-port platforms, it was really a strong launch for da Vinci 5. We're now about two years into the launch.

Over 380,000 procedures have been completed on da Vinci 5, with 1,400 or so systems installed around the globe and nearly 13,000 surgeons using the system already. One of the design intents for da Vinci 5 was to increase surgeon autonomy and allow, and we hope would enable surgeons to be more efficient in their use in care teams as a whole. We're seeing that in the U.S., where we have a good set of data to compare da Vinci 5 utilization against Xi, and we're seeing an 11% higher utilization. We launched two years ago and since that time have added capabilities to the system, including a force gauge for our Force Feedback instruments. We continue to refine the user interface and add features to increase surgeon autonomy.

We have continued to innovate in the instrument realm by with a Curved Vessel Sealer has met with strong reception by our customer base, and we have now the ability to import and integrate 3D models better than we had it in the past. Those kind of foundational features and what is included in da Vinci 5 has impacted our customers in a way that they continue to standardize on Da Vinci. If you look at IDNs, at delivery networks, groups of hospitals that have 20 or more Da Vinci systems globally, that increased 16% year-over-year. If you look at individual hospitals that have seven or more Da Vinci systems, that increased 13% year-over-year. We see our customers continuing to standardize on Da Vinci technology.

One of the most powerful aspects of having a platform like da Vinci 5 is our ability to continue to innovate and deliver value on top of the platform. We continue to make progress in fluorescence imaging, where we have molecules for highlighting the ureter and also highlighting prostate cancer. We continue to innovate on the instrument front, and we're excited to be making progress on a Multi-Fire Clip Applier, where we expect that to impact efficiencies in cholecystectomy and prostatectomy and other procedures. We are excited about a form of hyperspectral imaging that where we can use this imaging to show oxygenation of tissue as a proxy of perfusion. We're excited so surgeons can, in real time, understand certain pathways of perfusion in tissue and understand where they want to make dissections.

Of course, the innovation journey will include digital and AI on da Vinci 5. We see this as a layered, multi-year journey. It starts with a foundation of data. Data that exists today on our Da Vinci platforms. We have a higher rate and a fidelity of data coming from da Vinci 5. We want to combine that with certain electronic medical records with certain customers so we can look at the journey of a patient preoperatively, intraoperatively, and postoperatively, and with those data, draw meaningful insights. What can we see in there that is affecting surgery and affecting efficiencies? Can we see what is happening in surgery and how it is impacting outcomes?

As we draw those meaningful insights, what we need to do is return those, give those to the customers in a way that they can consume those and act upon them. We see that happening, of course, with dashboards and those sorts of things. Intraoperatively, there will be an opportunity to give information to the surgeon and to the care team that will help them, we think, make decisions. Be it, how much force is being applied, be it when identifying anatomy, using AI, those sorts of intra-operative guidance applications. Ultimately leading us to augmented dexterity. Things like no-fly zones and perhaps limiting the amount of force that can be applied during surgery and ultimately into automation. Turning now to Da Vinci SP, it had a strong year with 87% year-over-year procedure growth.

The installed base grew 39% to 370 systems, and utilization increased by 29% to almost 180 on an annual basis. Ion also had a strong year with growth of 51% in procedures, now to 140,000 a year. The installed base grew by 24% and utilization by 9%. Our 2026 priorities are one, platform growth. It's really the global expansion of da Vinci 5, SP, and Ion, and the follow-on digital feature releases and ecosystem enhancements to continue to grow the ecosystems around those products. It's procedure adoption, where we're focused on procedure growth by country, and we'll do that really through training, commercial activities, and market access efforts.

It is the industrial scale required to serve our customers and to ensure supply continuity as they treat their patients. That's through a continued focus on product quality, building the industrial scale that's required, and optimizing our manufacturing operations. Finally, it's innovation to reach more patients. It's advancing early-stage R&D programs for both current and new disease states, and it's expanding what we know as our line of sight procedures, where we know we have the products, the clearances, and the economics to support high-quality robotic surgery. Thank you for listening to the brief presentation. We will now answer appropriate questions from stockholders that have been entered today on the web portal.

Please note that we will attempt to answer as many questions as time allows, but only appropriate questions that are germane to the meeting will be addressed.

Operator

At this time, we have a question from an individual shareholder, Jude Sooriyajeevan. What is the primary focus of Intuitive in this year to coming five years, manufacturing and expanding market or innovation to stay ahead of competition?

David Rosa
CEO, Intuitive Surgical

I would say they're both a focus because they really are addressing different needs. Our current customer base of 12,000 systems installed around the globe, the focus there is to ensure that we have the manufacturing optimization and the footprint in the appropriate countries to ensure that those customers get the supplies they need to meet the needs of their programs and their patients. Additionally, that we do the work to optimize our footprint to try to give us the flexibility to navigate ever-changing conditions, geopolitical conditions around the globe. When it comes to innovation, that is a core focus for the company. It's how we believe we bring differentiated value to the world of robotic surgery and acute interventions.

We have an intent to raise the amount of investment into R&D that we are making, and we look forward to bringing new, more innovative products and advancing the Quintuple Aim.

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