Intuitive Surgical 8-K

Governance change

Bylaw amendments tighten shareholder nomination rules, requiring proponents to solicit holders of 67% of outstanding shares under universal proxy rules.

Filed 2026-07-27 16:08 ET

Summary

Bylaw amendments. On 7/23/2026, Intuitive Surgical amended its bylaws to tighten requirements and disclosures for shareholder director nominations and proposals, including requiring proponents to solicit holders of 67% of outstanding shares under universal proxy rules. Shareholders soliciting proxies must use a proxy card color other than white; non-election corporate actions now require a majority of votes cast, excluding abstentions and broker non-votes.

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