Intuitive Surgical Shareholders Approve Incentive Plan and Repurchase Expansion

At its May 1, 2025 annual meeting, Intuitive Surgical shareholders approved key proposals, including the amendment and restatement of the 2010 Incentive Award Plan, which now extends through January 2035 and increases the share reserve by 5 million to a total of 120.35 million shares.
All eleven nominated directors were elected. Shareholders also approved, on an advisory basis, the compensation of named executive officers and ratified PwC as the 2025 auditor.
Two shareholder proposals—one on executive compensation reform and one on requiring approval for large golden parachutes—were rejected.
Separately, the board expanded the company’s stock repurchase authorization to $4 billion in total. Repurchases may occur in various forms and will be funded through cash and investments. Timing will depend on market conditions.