Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 24, 2024

INTUITIVE SURGICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-30713

77-0416458

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1020 Kifer Road

Sunnyvale, California 94086

(Address of Principal Executive Offices) (Zip Code)

   Registrant’s telephone number, including area code: [phone]

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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ISRG

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨  

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

(d) On July 24, 2024, the Board of Directors (the “Board”) of Intuitive Surgical, Inc. (the “Company”) appointed David J. Rosa to the Board effective as of July 24, 2024. The Board also increased the authorized number of members of the Board to 12, effective as of July 24, 2024.

There are no transactions in which Mr. Rosa had or will have a direct or indirect material interest that would be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01.						Regulation FD Disclosure.

On July 25, 2024, the Company issued a press release announcing the appointment of Mr. Rosa to the Board, which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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 under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.						Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description.
99.1						Press release issued by Intuitive Surgical, Inc., dated July 25, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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.

INTUITIVE SURGICAL, INC.

Date: July 25, 2024

By:

/S/ JAMIE E. SAMATH

Name: Jamie E. Samath

Title: Senior Vice President and Chief Financial Officer

Exhibit 99.1

						Contact: Global Public Affairs [phone]

Intuitive President David J. Rosa Appointed to Intuitive Board of Directors

Sunnyvale, Calif., July 25, 2024 – Intuitive (NASDAQ:ISRG), a global technology leader in minimally invasive care and the pioneer of robotic-assisted surgery, announced today that Intuitive President David J. Rosa has been appointed to the Company’s Board of Directors, effective July 24, 2024.

Rosa joins Intuitive CEO Gary S. Guthart, PhD, as one of two Intuitive executives on the Company’s Board. As president, Rosa manages Intuitive’s core business operations, which is balanced by Guthart’s focus on enterprise strategy and corporate functions. Together, Rosa and Guthart represent more than 50 years of Intuitive leadership.

Intuitive appointed Rosa as president in May 2023. Over his nearly 27-year tenure with the company, Rosa has held leadership positions across multiple functions including product development, commercial operations, and clinical and regulatory affairs, and his executive leadership has spanned more than a decade.

Currently, Rosa oversees Intuitive’s business unit, quality, regulatory, manufacturing, and commercial operations. He also serves as chairman of the board of Intuitive-Fosun, the joint venture between Intuitive and Fosun Pharma based in Shanghai, China.

“Intuitive’s Board leadership will benefit from Dave Rosa’s deep and broad experience across the company, as well as his commitment to excellence in operations, innovation, and customer collaboration,” said Guthart. “Balancing strategy and operations on the Board of Directors adds an important dimension to Intuitive stewardship.”

A holder of multiple patents, Rosa earned a BS in mechanical engineering from California Polytechnic University at San Luis Obispo and an MS in mechanical engineering from Stanford University. He also serves on the board of Kardium Inc., where he is a member of the compensation committee.

Rosa has been appointed to a newly created seat following expansion of the Intuitive Board from eleven to twelve directors.

About Intuitive Surgical, Inc.

Intuitive (NASDAQ:ISRG), headquartered in Sunnyvale, California, is a global leader in minimally invasive care and the pioneer of robotic-assisted surgery. Our technologies include the da Vinci surgical systems and the Ion endoluminal system. By uniting advanced systems, progressive learning, and value-enhancing services, we help physicians and their teams optimize care delivery to support the best outcomes possible. At Intuitive, we envision a future of care that is less invasive and profoundly better, where disease is identified early and treated quickly, so that patients can get back to what matters most.

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Document and Entity Information Document	Jul. 24, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 24, 2024
Entity Registrant Name	INTUITIVE SURGICAL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-30713
Entity Tax Identification Number	77-0416458
Entity Address, Address Line One	1020 Kifer Road
Entity Address, City or Town	Sunnyvale
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94086
City Area Code	408
Local Phone Number	523-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	ISRG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001035267
Amendment Flag	false

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