Intuitive Surgical Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten directors to serve until the 2027 Annual Meeting.

2. 2

   Advisory Approval of the Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve compensation of the company's named executive officers as disclosed in the proxy statement.

   More detail

   Proposal asks shareholders to approve, on a non-binding basis, the compensation paid to Named Executive Officers as disclosed in the CD&A and compensation tables. Management seeks endorsement to validate compensation philosophy—heavy emphasis on long-term equity alignment (50% PSUs, 50% RSUs), pay-for-performance through PSUs tied to procedure growth and relative adjusted operating margin, and transition-related awards tied to CEO succession. The board recommends FOR, citing strong financial performance, shareholder engagement results (93% support in prior year), and market benchmarking. Approval supports retention, succession, and incentive alignment; a negative vote would trigger board review and potential changes. The vote is advisory only and will not directly change awards but guides future compensation decisions.

3. 3

   Ratification of the Appointment of Independent Registered Public Accounting Firm (PwC

   ManagementBoard: FOR

   Ratify PricewaterhouseCoopers LLP as independent auditors for fiscal year ending December 31, 2026.

4. 4

   Approval of the Amendment and Restatement of the Amended and Restated Intuitive Surgical, Inc. 2010 Incentive Award Plan

   ManagementBoard: FOR

   Approve amendment to increase share reserve under the 2010 Plan by 5,000,000 shares to 125,350,000, extend plan term to January 29, 2036, and specify change-in-control treatment and other plan provisions.

   More detail

   Proposal requests shareholder approval to amend and restate the company’s long-standing equity incentive plan by increasing the available share pool by 5,000,000 shares, extending the plan term to 2036, and codifying change-in-control and other administrative mechanics. Management frames the request as necessary to retain and attract talent in competitive markets, particularly given the company’s growth and repurchases; the requested increase is about 1.4% of outstanding shares as of the record date and, combined with existing availability, is expected to fund grants through the 2027 meeting. The plan maintains governance protections: no repricing without shareholder approval, per-participant limits (750,000 shares/year), non-employee director caps, and a 1-for-2.3 counting for full-value awards. The board recommends FOR, arguing these changes are common and preserve flexibility to incentivize employees. Opponents might view the share increase as dilutive and argue for alternative cash compensation; management counters that equity aligns employees with long-term shareholder value. This is a significant governance matter because it affects dilution, retention incentives, and long-term alignment; the proposal’s design includes customary anti-dilution, transferability, and change-in-control provisions, but shareholders should weigh the incremental dilutive impact against the company’s burn rate (~0.4% for 2025) and overhang (~9.5%).

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When is the Intuitive Surgical Inc 2026 annual meeting?

Intuitive Surgical Inc (ISRG) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.

What is the record date for the Intuitive Surgical Inc 2026 meeting?

The record date for the Intuitive Surgical Inc 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Intuitive Surgical Inc's 2026 meeting?

The board is presenting 10 director nominees at the Intuitive Surgical Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Intuitive Surgical Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Intuitive Surgical Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.