BOSTON SCIENTIFIC CORP 8-K

What Happened

• Boston Scientific Corporation announced on Feb. 18, 2026 that its Board increased from 10 to 12 members and appointed Catherine R. Smith and Christophe P. Weber as directors effective Feb. 18, 2026. Committee assignments (effective Feb. 23, 2026) name Ms. Smith to the Audit Committee and Nominating & Governance Committee, and Mr. Weber to the Executive Compensation & Human Resources Committee and the Risk, Science & Technology Committee.
• On Feb. 18, 2026 the Board also approved increasing the company’s stock repurchase authorization by $4.0 billion, raising the total authorized repurchase amount to $5.0 billion; the full $5.0 billion remains available as of the filing. A press release announcing the appointments was furnished on Feb. 23, 2026 as Exhibit 99.1 to the Form 8-K.

Key Details

• Board expansion: increased from 10 to 12 directors; appointments effective Feb. 18, 2026.
• New directors: Catherine R. Smith and Christophe P. Weber; no related-party arrangements disclosed.
• Director compensation (prorated to 2026 Annual Meeting): cash retainer ≈ $24,663 (from $125,000 annual) plus equity award valued ≈ $42,420 (from $215,000 annual); equity grant date to be March 2, 2026 and vests at term end.
• Repurchase program: authorized repurchases increased by $4.0 billion to $5.0 billion total; all $5.0 billion remains available.

Why It Matters

• Governance: Adding two experienced directors and adjusting committee memberships can influence oversight on audit, compensation, governance, and technology/risk matters — relevant for investors monitoring board composition and oversight quality.
• Capital allocation: Expanding the buyback authorization to $5.0 billion signals management’s intent to return capital to shareholders via repurchases; the full authorization being available means the company can accelerate repurchases without seeking further board approval.