INTUITIVE SURGICAL INC
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Mar 13, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrantx
Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to Section 240.14a-12 |
INTUITIVE SURGICAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 30, 2026 |3:00 p.m.
www.virtualshareholdermeeting.com/ISRG2026
LETTER FROM THE EXECUTIVE CHAIR OF THE BOARD OF DIRECTORS
Dear Fellow Shareholders,
This year, the Board of Directors implemented a purposeful change in the leadership of the company, appointing Dave Rosa as Chief Executive Officer. As a part of that change, I have transitioned to the role of Executive Chair of the Board. The Board followed a disciplined and robust succession planning process, with the objective of honoring the mission and culture of the company while continuing to support long-term value creation for all of our stakeholders, from healthcare providers and the patients they serve, to our employees, our shareholders, and the communities in which we live and work. I’d like to thank Dr. Craig Barratt and the entire Governance and Nominating Committee for their stewardship of this process. I look forward to continuing to work alongside Craig as he moves to the role of Lead Independent Director.
As CEO, Dave Rosa brings unparalleled skill and experience with all aspects of Intuitive’s business and culture, built on his first-hand connection with our products and the physicians who use them to treat their patients. I can think of no one better to lead us as we move ahead. Dave has made, and will continue to make, changes that he and the Board believe are healthy for the organization in support of our mission, the global growth of the business, and the continued development of our key leaders. I, and my fellow Board members, look forward to working with Dave and his outstanding team to fulfill our shared mission.
Thank you for your continued support.
| Date: | March 13, 2026 | /s/ Gary S. Guthart, Ph.D. |
|---|---|---|
| Sunnyvale, California | Gary S. Guthart, Ph.D. | |
| Executive Chair of the Board of Directors | ||
NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS
To the stockholders of Intuitive Surgical, Inc.:
We are pleased to provide notice of the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Intuitive Surgical, Inc. that will be held on Thursday, April 30, 2026, at 3:00 p.m. Pacific Daylight Time. The Annual Meeting will be held virtually online. You will be able to attend and participate in the Annual Meeting online by visiting and following the instructions posted atwww.virtualshareholdermeeting.com/ISRG2026, where you can listen to the meeting live, submit questions, and vote.
Items of Business and Board Voting Recommendations
| Proposals · Board Vote Recommendation · Page Reference | |||
|---|---|---|---|
| 1 | To elect ten members to the Board of Directors of the Company to serve until the 2027 Annual Meeting of Stockholders (Proposal No. 1). | “FOR” each of the nominees | 76 |
| 2 | To consider and approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement (Proposal No. 2). | “FOR” | 77 |
| 3 | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal No. 3). | “FOR” | 79 |
| 4 | To approve the amendment and restatement of the Company’s Amended and Restated 2010 Incentive Award Plan (Proposal No. 4). | “FOR” | 80 |
And any other business that is properly brought before the Annual Meeting or any adjournments or postponements thereof.
Record Date
Only stockholders of record at the close of business on March 2, 2026, are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.
Proxy Materials
We are pleased to continue to provide access to our proxy materials online instead of mailing printed documents. We believe this process allows us to provide information regarding the Annual Meeting in a more timely manner, while reducing the environmental impact and the cost of our Annual Meeting. The Notice will be mailed to stockholders starting on or about March 17, 2026, and contains instructions on how to access our proxy materials online. The Notice also contains instructions on how to request a copy of our proxy materials, including the attached Proxy Statement, our 2025 Annual Report, and a form of proxy card or voting instruction card.
Your vote is important! Whether or not you are able to attend the Annual Meeting virtually online, it is important that your shares be represented. Please vote as soon as possible.
On behalf of our Board of Directors, thank you for your participation in this important annual process.
| By order of the Board of Directors, | ||
| Date: | March 13, 2026 | /s/ David J. Rosa |
|---|---|---|
| Sunnyvale, California | David J. Rosa | |
| Chief Executive Officer | ||
Please note that attendance at the Annual Meeting will be limited to stockholders as of the record date, or their authorized representatives, and guests of Intuitive.
This Proxy Statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding our expectations, plans, strategies, priorities, objectives, and anticipated future performance, as well as other statements that are not historical facts. Words such as “projects,” “believes,” “anticipates,” “plans,” “commits,” “ensures,” “expects,” “intends,” “may,” “will,” “could,” “should,” “would,” and similar words and expressions are intended to identify forward-looking statements. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Factors that could cause results to differ materially include, among others, those described in the “Risk Factors” section of our most recent Annual Report on Form 10-K and in our subsequent filings with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, we undertake no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.