0000885725false00008857252025-04-182025-04-180000885725us-gaap:CommonStockMember2025-04-182025-04-180000885725bsx:SeniorNotedue2027Member2025-04-182025-04-18
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): April 18, 2025
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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1-11083 |
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04-2695240 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock, $0.01 par value per share |
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BSX |
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New York Stock Exchange |
0.625% Senior Notes due 2027 |
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BSX27 |
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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 April 23, 2025, Boston Scientific Corporation (the “Company”) announced that Daniel J. Brennan has decided to retire from his role as Executive Vice President and Chief Financial Officer of the Company effective as of June 29, 2025, and that Jonathan Monson, who currently serves as Senior Vice President, Investor Relations, has been promoted to Executive Vice President and Chief Financial Officer of the Company effective as of June 30, 2025.
Mr. Brennan is expected to remain with the Company as a senior advisor from such time through October 3, 2025 (such date, or any earlier date, the “Retirement Date”). As a senior advisor, Mr. Brennan will receive a base salary at his current annual base salary of $880,000, prorated through the Retirement Date.
The Company expects to enter into a Retirement Agreement with Mr. Brennan effective as of the Retirement Date, pursuant to which Mr. Brennan will be entitled to payments and benefits that are materially consistent with those Mr. Brennan is entitled to under, and subject to the terms and conditions of, the Company’s Executive Retirement Plan, 2025 Annual Bonus Plan (the “2025 ABP”) and 2023 and 2024 Organic Net Sales Growth Performance Share Programs and 2023 and 2024 Relative Total Shareholder Return Performance Share Programs, respectively, each as previously filed with the U.S. Securities and Exchange Commission (the “SEC”).
Mr. Monson, age 51, joined the Company in 1999, and has served in a number of roles of increasing responsibility. Mr. Monson currently serves as the Company’s Senior Vice President, Investor Relations, a position he has held since March 2024. In this role, he leads the Company’s Investor Relations function, including engagement with investors and analysts. Prior to that, Mr. Monson served as Global Controller and Chief Accounting Officer from July 2019 to March 2024, where he was responsible for the Company’s Global Controllership organization, including, among other things, the Company’s accounting and financial planning processes. Prior to that, Mr. Monson served in various roles within finance and accounting, including as Vice President and Controller of the Company’s Urology business from 2016 to 2019, and Vice President, Corporate Accounting from 2008 to 2016. Prior to joining the Company, he was a senior auditor at Arthur Andersen LLP. Mr. Monson received a BA degree in economics and accounting from the College of the Holy Cross and is a certified public accountant.
Under the terms of Mr. Monson’s offer letter (the “Offer Letter”), effective as of June 30, 2025, as Executive Vice President and Chief Financial Officer, Mr. Monson will be entitled to the following:
•An annual base salary of $700,000;
•Continued eligibility to participate in the Company’s 2025 ABP, with an incentive target percentage equal to 80% of his annual base salary;
•Eligibility to participate in the Company’s Deferred Bonus Plan, as previously filed with the SEC, pursuant to which, commencing in 2025, Mr. Monson will be able to elect to defer up to 75% of the annual bonus awarded to him in 2025 or any subsequent year;
•A promotional equity award having a total grant date fair value of $1,750,000, to be made pursuant to the Company’s 2011 Long Term Incentive Plan, as amended (the “LTIP”), as previously filed with the SEC. The equity award will be in the form of non-qualified stock options or restricted stock units or a mix of both, in each case subject to the provisions of the LTIP and applicable award agreements and vesting 25% per year, beginning on the first anniversary of the date of grant; thereafter, long term incentive compensation grants for Mr. Monson will be evaluated annually in the normal course by the Executive Compensation and Human Resources Committee of the Company’s Board of Directors, consistent with the Company’s long term incentive program for its executive officers;
•The opportunity to participate in the Company’s Executive Retirement Plan, as previously filed with the SEC, under which Mr. Monson would be eligible to receive certain benefits if he retires (as defined in the Executive Retirement Plan) from the Company, including a lump sum payment equal to 2.5 months base salary for each year of service, subject to a maximum benefit of 36 months; and
•Payments and benefits provided for under the Company’s standard form of Change in Control Agreement for its executive officers, as previously filed with the SEC, in the event of, following a Change in Control, Mr. Monson’s termination by the Company without “cause” or his resignation for “good reason,” all subject to and in accordance with the agreement.
The Company also intends to enter into an Indemnification Agreement with Mr. Monson on the Company’s standard form for its executive officers, as previously filed with the SEC.
A form of Mr. Monson’s Offer Letter is included in this filing as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Offer Letter.
There are no arrangements or understandings between Mr. Monson and any other person pursuant to which Mr. Monson was selected as an officer, and there are no family relationships between Mr. Monson and any director or other officer of the Company.
Mr. Monson does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
A copy of the Company’s press release dated April 23, 2025, announcing the events described under Item 5.02 above is included in this filing as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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.
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Date: |
April 23, 2025 |
BOSTON SCIENTIFIC CORPORATION |
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By: |
/s/ Susan Thompson |
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Susan Thompson |
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Vice President, Chief Corporate Counsel and Assistant Secretary |
EX-99.1
3
exhibit991pressreleaseissu.htm
EX-99.1
Document
Boston Scientific Chief Financial Officer (CFO) Dan Brennan to retire; Jon Monson, senior vice president, Investor Relations to succeed Brennan
MARLBOROUGH, Mass., April 23, 2025 – Boston Scientific Corporation (NYSE: BSX) today announced that Dan Brennan, executive vice president and chief financial officer, has elected to retire following nearly 30 successful years with the company. Brennan will transition out of the chief financial officer position at the end of June and is expected to remain with Boston Scientific as a senior advisor through early October 2025.
“I thank Dan for his incredible leadership and tremendous contributions to Boston Scientific,” said Mike Mahoney, chairman and chief executive officer. “Dan is an exceptional leader, financial steward and teammate. He has been a critical leader on our global team as we have transformed the trajectory of BSX financial performance over many years. In addition to helping lead our highly differentiated financial performance, Dan has been central to building our strong values and culture. Throughout his career, he has been instrumental in developing talent within the financial organization. He and his team have overseen numerous strategic internal and external investment opportunities across our businesses since he assumed CFO responsibilities in 2014.”
Jon Monson, currently senior vice president, Investor Relations will succeed Brennan as executive vice president and CFO, effective June 30, 2025, reporting to Mahoney. Brennan and Monson will work closely together to ensure a smooth transition. In this role, Jon will be a member of the Executive Committee and have responsibility for several company functions, including global controllership, global internal audit, corporate finance, treasury, corporate tax, investor relations and corporate business development. In addition to overseeing these functions, Jon will also drive capability and talent development across the company’s global Finance organization.
“Jon is a proven leader who is known for his strategic mindset, diligent and thoughtful leadership and focus on high performance and continuous innovation,” said Mahoney. “Having been with Boston Scientific for more than 25 years, he brings broad financial experience and expertise across many areas of the company which will serve him well in his new role.”
Prior to his current position leading Investor Relations, Jon held multiple roles of increasing responsibility across Boston Scientific Finance, including five years as global controller and chief accounting officer and, prior to that, four years as vice president and controller of the company's Urology business. As global controller, he played a key leadership role in navigating the company through volatile financial periods, including the 2020 pandemic. He is a certified public accountant and earned his Bachelor of Arts degree in economics and accounting from the College of the Holy Cross.
About Boston Scientific
Boston Scientific transforms lives through innovative medical technologies that improve the health of patients around the world. As a global medical technology leader for more than 45 years, we advance science for life by providing a broad range of high-performance solutions that address unmet patient needs and reduce the cost of healthcare. Our portfolio of devices and therapies helps physicians diagnose and treat complex cardiovascular, respiratory, digestive, oncological, neurological and urological diseases and conditions. Learn more at www.bostonscientific.com and connect on LinkedIn and X.
Boston Scientific Public - Public Release Authorized
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like "anticipate," "expect," "project," "believe," "plan," "estimate," "intend" and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding our management transition plans, business plans and product performance, and financial performance. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.
Factors that may cause such differences include, among other things: economic conditions, including the impact of foreign currency fluctuations; future U.S. and global political, competitive, reimbursement and regulatory conditions, including changing trade and tariff policies; geopolitical events; manufacturing, distribution and supply chain disruptions and cost increases; disruptions caused by cybersecurity events; disruptions caused by public health emergencies or extreme weather or other climate change-related events; labor shortages and increases in labor costs; variations in outcomes of ongoing and future clinical trials and market studies; new product introductions; expected procedural volumes; the closing and integration of acquisitions; demographic trends; intellectual property; litigation; financial market conditions; the execution and effect of our business strategy, including our cost-savings and growth initiatives; and future business decisions made by us and our competitors. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A – Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A – Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements, except as required by law. This cautionary statement is applicable to all forward-looking statements contained in this document.
CONTACT:
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Media: |
Chanel Hastings
508-382-0288 (office)
Media Relations
Boston Scientific Corporation
chanel.hastings@bsci.com
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Investors: |
Jonathan Monson
508-683-5450 (office)
Investor Relations
Boston Scientific Corporation
BSXInvestorRelations@bsci.com
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Boston Scientific Public - Public Release Authorized