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ISRG > SEC Filings for ISRG > Form 8-K on 13-Dec-2016All Recent SEC Filings

Show all filings for INTUITIVE SURGICAL INC



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulatio

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 12, 2016, the Board of Directors (the "Board") of Intuitive Surgical, Inc. (the "Company") adopted an amendment and restatement of Company's amended and restated bylaws (the "Bylaws") to implement additional proxy access. Article III, Section 5(e) has been added to permit a stockholder, or group of up to 20 stockholders, owning 3% or more of Company's common stock continuously for at least three years to nominate and include in Company's proxy materials for an annual meeting of stockholders, director candidates constituting up to 25% of the Board, provided that the stockholder (or group) and each nominee satisfy the requirements specified in the Bylaws.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On December 12, 2016, the Board increased the authorized amount available under the Company's share repurchase program to $3.0 billion. A copy of Company's press release announcing the increase in the share repurchase program is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including information incorporated herein by reference, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.      Document Description
                 Amended and Restated Bylaws of Intuitive Surgical, Inc., as
3.1              amended and restated on December 12, 2016.

The following exhibit is furnished with this report on Form 8-K:
Press release issued by Intuitive Surgical, Inc., dated December
99.1 13, 2016.

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