BOSTON SCIENTIFIC CORP (BSX)
Sector: Health Care
2026 Annual Meeting Analysis
BOSTON SCIENTIFIC CORP · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined July 2024 — within the 24-month new-director exemption window — so the TSR trigger does not apply; brings CEO-level technology and governance experience relevant to Boston Scientific's strategy.
BSX's 3-year price return of +43.9% outpaces the IHI — iShares US Medical Devices ETF (3-year return +4.4%) by +39.5 percentage points, well below the 65pp threshold required to trigger an AGAINST vote at this strong-positive TSR level; Ludwig brings deep medtech CEO and audit expertise.
As CEO-director, Mahoney is subject to the same TSR trigger; BSX's +43.9% 3-year return beats the IHI — iShares US Medical Devices ETF by +39.5pp, falling short of the 65pp threshold needed to trigger a No vote, so no TSR concern applies.
Joined June 2023 — just over 24 months ago but tenure covers less than the full 3-year measurement window — and BSX's outperformance of IHI — iShares US Medical Devices ETF by +39.5pp is far below the 65pp trigger threshold regardless; brings clinical and life-sciences expertise.
Joined June 2023 — tenure similar to Mega — and the TSR trigger does not fire given BSX's +39.5pp gap versus IHI — iShares US Medical Devices ETF is well below the 65pp threshold; brings medtech business development expertise.
Joined May 2024 — within the 24-month new-director exemption window — so the TSR trigger does not apply; brings healthcare CEO and clinical expertise.
Joined February 2026 — well within the 24-month new-director exemption — so no TSR analysis is required; brings CFO-level financial expertise from large global companies.
Joined February 2026 — well within the 24-month new-director exemption — so no TSR analysis is required; brings global pharmaceutical CEO and governance experience.
Joined June 2021, so his tenure fully covers the 3-year measurement period; however BSX's +43.9% 3-year return outpaces the IHI — iShares US Medical Devices ETF by +39.5pp, falling well short of the 65pp trigger threshold, so no TSR concern applies.
Joined April 2016 with full tenure overlap; BSX's +43.9% 3-year return beats the IHI — iShares US Medical Devices ETF by +39.5pp, far below the 65pp threshold required to trigger a No vote at this strong-positive TSR level.
All ten nominees pass the TSR performance screen — Boston Scientific's 3-year price return of +43.9% outperforms the IHI — iShares US Medical Devices ETF (3-year return +4.4%) by +39.5 percentage points, which is well below the 65-percentage-point threshold required to trigger AGAINST votes for a company with strong-positive absolute TSR. Several newer directors (Habiger, Pegus, Smith, Weber) are within the 24-month exemption window and are not subject to the TSR trigger at all. No overboarding, attendance, independence, or familial-relationship issues were identified for any nominee. All FOR.
Say on Pay
✓ FORCEO
Michael F. Mahoney
Total Comp
$23,532,050
Prior Support
N/A
CEO Michael Mahoney's total compensation of $23,532,050 is within a reasonable range for a large-cap medtech CEO at a $103 billion company that delivered strong financial results in 2025, including exceeding all ABP financial targets. The pay program is heavily weighted toward variable, performance-based pay — roughly 50% of long-term incentives are in performance stock awards tied to 3-year relative total shareholder return versus the S&P 500 Health Care Index and 3-year organic net sales growth — satisfying the pay-mix requirement. The pay-for-performance alignment check is also satisfied: BSX's 3-year price return of +43.9% substantially outpaces the IHI — iShares US Medical Devices ETF (+4.4%), meaning above-benchmark incentive pay is consistent with above-benchmark shareholder returns. A clawback policy is in place, and no prior-year Say on Pay concern was flagged.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$17,995,000
Non-Audit Fees
$1,180,000
Non-audit fees (audit-related fees of $925,000 plus tax fees of $255,000 = $1,180,000) represent approximately 6.6% of audit fees ($17,995,000), far below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a company of Boston Scientific's scale (~$103 billion market cap). Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy — the absence of tenure disclosure is noted as a minor negative but does not change the vote determination.
Stockholder Proposals
4 proposals submitted by shareholders
Proposal 5
Amend Our Certificate of Incorporation to Remove Supermajority Voting Provisions
This is a board-proposed charter amendment that directly responds to a stockholder proposal that received over 95% support at the 2025 annual meeting — an overwhelming shareholder mandate. The amendment replaces entrenched 80%-supermajority thresholds for amending key governance provisions with a simple majority vote, which is a clear and meaningful improvement in shareholder rights. Supporting this proposal aligns with the policy's guidance to favor governance improvements that give shareholders more power over their own company's rules.
Proposal 6
Amend Our Certificate of Incorporation to Provide for Exculpation of Certain Officers as Permitted by Delaware Law
This amendment extends to certain senior officers the same limited liability protection that directors already enjoy under the existing charter, as expressly permitted by Delaware law enacted in 2022. The protection is narrowly scoped — it does not cover breaches of the duty of loyalty, intentional misconduct, knowing violations of law, or transactions where the officer derived an improper personal benefit — so it does not eliminate meaningful accountability. Adopting this provision brings Boston Scientific in line with market practice and helps the company attract and retain qualified executives without creating a meaningful governance risk to shareholders.
Proposal 7
Amend Our Certificate of Incorporation and By-Laws to Permit Stockholders Holding 25% of Our Common Stock to Call a Special Meeting of Stockholders
Currently, Boston Scientific shareholders have zero ability to call a special meeting — that right belongs only to the board chair, president, or a board majority. This amendment grants shareholders who have owned at least 25% of shares continuously for one year the right to call a special meeting, which is a meaningful and real improvement in shareholder rights. The 25% threshold is the most widely adopted level among S&P 500 companies that provide this right (approximately 33% of such companies use it), making this a market-standard governance improvement worth supporting.
Proposal 8
Stockholder Proposal: Give Shareholders the Ability to Call for a Special Shareholder Meeting
The board's own Proposal 7 on this same ballot already grants shareholders the right to call a special meeting at a 25% ownership threshold with a one-year holding requirement — the most common market-standard approach among S&P 500 companies. Because the company is directly and substantively addressing the core governance concern raised by this stockholder proposal in the same meeting, there is no remaining gap to fill. Voting FOR the stockholder proposal while also voting FOR Proposal 7 would create conflicting mandates, and since Proposal 7 delivers the substantive right shareholders have sought, this separate stockholder proposal is rendered unnecessary.
Overall Assessment
Boston Scientific's 2026 annual meeting ballot is largely straightforward — all ten director nominees pass the TSR performance screen given the company's strong 3-year outperformance of the IHI — iShares US Medical Devices ETF, and the executive compensation program is well-structured with meaningful performance conditions and strong pay-for-performance alignment. The three charter amendment proposals (Proposals 5, 6, and 7) each represent genuine governance improvements worth supporting, while the stockholder special meeting proposal (Proposal 8) is rendered redundant by the company's own Proposal 7 and should be voted against.