Form 8-K

INTUITIVE SURGICAL, INC.

Date: August 12, 2013

/s/ Gary S. Guthart

Gary S. Guthart

President and Chief Executive Officer

0001193125-13-330580.txt : 20130812 0001193125-13-330580.hdr.sgml : 20130812 20130812135554 ACCESSION NUMBER: 0001193125-13-330580 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130808 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20130812 DATE AS OF CHANGE: 20130812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTUITIVE SURGICAL INC CENTRAL INDEX KEY: 0001035267 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 770416458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30713 FILM NUMBER: 131029248 BUSINESS ADDRESS: STREET 1: 950 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4085232100 MAIL ADDRESS: STREET 1: 950 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 8-K 1 d583063d8k.htm FORM 8-K Form 8-K

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): August 8, 2013

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.)

1266 Kifer Road

Sunnyvale, California 94086

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (408) 523-2100

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))

Item 5.02.

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

(e) On August 8, 2013, the Compensation Committee of the Board of Directors of Intuitive Surgical, Inc. (the “Company”) approved the following stock option grants to the Company’s named executive officers (as identified in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 6, 2013) pursuant to the Company’s 2010 Incentive Award Plan, with a grant date of August 15, 2013. The shares subject to the option grants vest according to the following schedule: 14.583% of the total number of shares subject to the options shall vest on September 15, 2013, and 1/48th of the total number of shares subject to the options shall vest monthly thereafter, such that the options shall be 100% vested on the date that is 42 months from the grant date, subject to the executive remaining in service with the Company through each vesting date. The exercise price per share will be the closing price of the Company’s stock on The Nasdaq Stock Market on the grant date.


Named Executive Officer	Number of Shares Subject to Grant
Gary S. Guthart, Ph.D.		7,500
Jerome J. McNamara		7,000
Marshall L. Mohr		6,000
Mark J. Meltzer		6,000
David J. Rosa		12,000

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.