8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 11, 2016

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in charter)

DELAWARE	1-11083	04-2695240
(State or other	(Commission	(IRS employer
jurisdiction of	file number)	identification no.)
incorporation)

300 Boston Scientific Way, Marlborough, Massachusetts	01752-1234
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:   (508) 683-4000

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:

oWritten communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors

On July 11, 2016, the Board of Directors (the “Board”) of Boston Scientific Corporation (the “Company”), upon the recommendation of the Nominating and Governance Committee, increased the number of directors comprising the Board from ten to eleven and appointed Yoshiaki Fujimori to be a director of the Company, filling the vacancy, to hold office until the next annual meeting of stockholders, in each case, effective July 13, 2016.  Additionally, the Board appointed Mr. Fujimori to serve as a member of the Nominating and Governance Committee and the Finance Committee, also effective July 13, 2016.

Under the Company’s non-employee director compensation program (the “Program”), Mr. Fujimori will receive standard non-employee director compensation, prorated for the time period from the effective date of his appointment to the date of the Company’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”), which includes (i) a cash retainer of $73,019 (representing the prorated amount of the Program’s annual cash retainer of $90,000) and (ii) an equity award valued at $150,094 (representing the prorated amount of the Program’s annual grant of equity having a value of $185,000) vesting at the end of his term.  The actual number of shares to be granted to Mr. Fujimori will be determined on the date of grant, August 1, 2016, which is the first business day of the month following the month in which he will be appointed.

In connection with his appointment to the Board, the Company intends to enter into an indemnification agreement with Mr. Fujimori in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously filed with the Securities and Exchange Commission.

A copy of our press release announcing the appointment of Mr. Fujimori is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.	Description
99.1	Press Release issued by Boston Scientific Corporation dated July 13, 2016.

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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.

July 13, 2016	BOSTON SCIENTIFIC CORPORATION
	By:	/s/ Vance R. Brown
		Vance R. Brown
		Vice President and Chief Corporate Counsel

3

INDEX TO EXHIBITS

Exhibit  No.	Description
99.1	Press Release issued by Boston Scientific Corporation dated July 13, 2016

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

BOSTON SCIENTIFIC ELECTS YOSHIAKI FUJIMORI TO BOARD OF DIRECTORS

Marlborough, Mass. (July 13, 2016) — Boston Scientific Corporation (NYSE: BSX) announced today the election of Yoshiaki Fujimori to its board of directors, effective immediately.

Yoshiaki Fujimori is an adviser to the LIXIL Group Corporation (“LIXIL”), for which he served as president and chief executive officer from 2011 to 2016. Prior to joining LIXIL, Mr. Fujimori spent 25 years with GE, including positions as senior vice president and chief executive officer (CEO) of a number of Asian and global business divisions, including Medical Systems, Plastics and Capital, and was a member of the Corporate Executive Council before serving as chairman, president and CEO of GE Japan for more than three years. Mr. Fujimori started his career at Japanese trading company Nissho Iwai Corporation (now Sojitz).

Mr. Fujimori serves as an external director of Tokyo Electric Power Company, a role he has held since June 2012. He is also an external director for Takeda Pharmaceutical Company Limited. He previously served as chairman of the Japan Construction Material & Housing Equipment Industries Federation. He received his bachelor’s degree in petroleum engineering from the University of Tokyo and his master’s degree from Carnegie Mellon Graduate School of Business, where he serves as a lifetime member of the Board of Trustees.

“Fujimori-san is an accomplished business leader and brings significant insights on how large companies plan, execute and compete globally to our Board,” said Mike Mahoney, chief executive officer and chairman of the board, Boston Scientific. “We are delighted to welcome him to the Board.”

About Boston Scientific

Boston Scientific transforms lives through innovative medical solutions that improve the health of patients around the world. As a global medical technology leader for more than 35 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. For more information, visit www.bostonscientific.com and connect on Twitter and Facebook.

CONTACTS
Media:	Investors:
Kelly Leadem	Susie Lisa, CFA
508-683-5543 (office)	508- 683-5565 (office)
Media Relations	Investor Relations
Boston Scientific Corporation	Boston Scientific Corporation
kelly.leadem@bsci.com	investor_relations@bsci.com