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): December 10, 2013

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)

One Boston Scientific Place, Natick, Massachusetts	01760-1537
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:   (508) 650-8000

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:

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

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

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

o  Pre-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 December 10, 2013, 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 David Roux as a director of the Company, filling the vacancy, to hold office until the next annual meeting of stockholders, in each case, effective January 1, 2014.

Under the Company’s non-employee director compensation program (the “Program”), Mr. Roux will receive standard non-employee director compensation, prorated for the time period from the effective date of Mr. Roux’s appointment to the date of the Company’s 2014 annual meeting of stockholders, which includes (i) a cash retainer of $25,500 (representing the prorated amount of the Program’s annual cash retainer of $75,000) and (ii) a restricted stock grant valued at $59,500 (representing the prorated amount of the Program’s annual grant of restricted stock having a value of $175,000) vesting at the end of his term.  The actual number of shares of restricted stock to be granted to Mr. Roux will be determined by dividing $59,500 by the closing price of the Company’s common stock on the date of grant, February 3, 2014, which is the first business day of the month following the month in which he was appointed.

In connection with Mr. Roux’s appointment to the Board, the Company intends to enter into an indemnification agreement with Mr. Roux 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 Mr. Roux’s appointment 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 December 16, 2013.

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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.

December 16, 2013	BOSTON SCIENTIFIC CORPORATION
	By:	/s/ Vance R. Brown
		Vance R. Brown
		Vice President and Chief Corporate Counsel

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release issued by Boston Scientific Corporation dated December 16, 2013

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

BOSTON SCIENTIFIC ELECTS DAVID ROUX TO ITS BOARD OF DIRECTORS

Natick, Mass. (December 16, 2013) — The Board of Directors of Boston Scientific Corporation (NYSE: BSX) has elected David Roux as a Director.  The appointment of Mr. Roux will fill a vacancy that will result from the Board’s decision to increase the number of directors comprising the Board from ten to eleven.  The increase in the number of directors and Mr. Roux’s appointment to the Board are both effective January 1, 2014.

Mr. Roux is a co-founder and Senior Director of Silver Lake, a private equity firm focused on technology investing.  He was formerly Chairman and Chief Executive Officer of Liberate Technologies, Executive Vice President at Oracle Corporation and Senior Vice President at Lotus Development.  Mr. Roux serves on the boards of directors of The National Audubon Society and The Institute for Health Metrics and Evaluation at the University of Washington and the boards of trustees of The Jackson Laboratory and Bowdoin College. Mr. Roux holds an M.B.A. from Harvard Business School and an M. Phil. from King’s College, Cambridge University.  He is a graduate of Harvard College.

“I am excited to welcome David to our Board,” said Pete Nicholas, Chairman of the Board, Boston Scientific Corporation.  “I am confident that his wealth of experience and impressive background will benefit the company and our shareholders.”

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 30 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:
Denise Kaigler	Susie Lisa
508-650-8330 (office)	508- 652-5354 (office)
Corporate Affairs & Communications	Investor Relations
Boston Scientific Corporation	Boston Scientific Corporation
denise.kaigler@bsci.com	investor_relations@bsci.com

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