ISRGIntuitive Surgical
As part of Intuitive’s mission, we believe that minimally invasive care is life-enhancing care. 10-K, Item 1
Deals between ISRG and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-13 reports that the one filed 2025-03-14 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-14.
Nothing new: every deal in this year's section was reported last year too.
New wording of the review policy 1 paragraph without an amount or a name
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Any other information that would be material to investors given the nature and context of the specific transaction.”
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The whole section 15 paragraphs, proxy filed 2026-03-13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“The Board has determined that the following current directors are “independent” under current Nasdaq rules: Craig H. Barratt, Ph. D., Joseph C. Beery, Lewis Chew, Amal M. Johnson, Sreelakshmi Kolli, Amy L. Ladd, M.D., Keith R. Leonard, Jr., Jami Dover Nachtsheim, and Monica P. Reed, M.D.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“The Company has adopted a written policy for approval of transactions between the Company and its related parties, such as directors, director nominees, executive officers, greater than five percent beneficial owners, and each of their respective immediate family members, as well as any firm, corporation, or other entity in which such persons are employed, serve as general partner, principal, or similar position or in which such persons own a five percent or greater beneficial ownership interest, where the amount involved in the transaction exceeds or is expected to exceed $120,000 on an annual aggregate basis in a single calendar year and in which the related party had, has, or will have a direct or indirect material interest. The policy provides that the Audit Committee review transactions subject to the policy and determine whether or not to approve or ratify those transactions. In doing so, it takes into account:”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Whether the terms of the transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a related party.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Whether there are business reasons for the Company to enter into the related party transaction.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Whether the transaction would present an improper conflict of interest for any director or executive officer of the Company.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Any other information that would be material to investors given the nature and context of the specific transaction.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“No member of the Audit Committee may participate in the approval of a related party transaction for which he or she is a related party.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“In addition, each of the following types of related party transactions are deemed to be approved under the policy:”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Compensation to an executive officer or director of the Company required to be disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K; or compensation to an executive officer, provided that such compensation would have been reported pursuant to Item 402 of Regulation S-K as compensation earned for services to the Company if the executive was a “named executive officer” and such compensation has been approved, or recommended to the Board for approval, by the Compensation Committee of the Board.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“The following transactions that are in the Company’s ordinary course of business and where the financial interest of the related party arises only in the following indirect manners:”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“a) from the related party’s position as a director of another corporation or organization that is a party to the transaction;”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“b) from the direct or indirect ownership by the related party (or parties, in the aggregate) of less than a 10% equity interest in another person (other than a partnership), which is a party to the transaction; or c) from the related party’s position as a limited partner in a partnership in which the related party (or parties, in the aggregate) has or have an interest of less than 10%, and the related party is not a general partner of and does not have another position in the partnership.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Transactions that are in the Company’s ordinary course of business and where the interest of the related party arises solely from the ownership of a class of equity securities in the Company and all holders of such class of equity securities of the Company will receive the same benefit on a pro rata basis.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“A summary of all material related party transactions, if any, is provided to the Audit Committee for its review at each regularly scheduled Audit Committee meeting. If advance approval of a related party transaction is not feasible, then the transaction may be preliminarily entered into by management upon prior approval by the Chair of the Audit Committee and will be subject to ratification by the Audit Committee at the next regularly scheduled meeting. If ratification shall not be forthcoming, management shall make all reasonable efforts to cancel or annul any such transaction.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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