This is a board-proposed charter amendment that directly responds to a stockholder proposal that received over 95% support at the 2025 annual meeting — one of the clearest possible signals that shareholders want this change. The amendment removes 80% supermajority voting requirements on key governance provisions (director removal, special meeting rules, bylaw amendments) and replaces them with simple majority votes, which is a straightforward pro-shareholder improvement. Supporting this proposal aligns with the policy's guidance to support governance changes that eliminate entrenchment mechanisms and improve shareholder rights.

Delaware law was changed in 2022 to allow companies to extend to certain officers the same protection from personal liability for honest mistakes that directors have long enjoyed. The proposed amendment is narrowly scoped — it does not protect against breaches of loyalty, bad faith, intentional misconduct, or transactions where an officer personally benefits improperly — and it only applies to direct claims, not derivative suits brought on behalf of the company. Extending this protection helps attract and retain qualified executives and aligns BSX's charter with standard Delaware corporate practice, without meaningfully weakening shareholder protections against misconduct.

Currently, BSX shareholders have no ability to call a special meeting at all — that right belongs exclusively to the Board chair, president, or a majority of directors. This proposal creates a meaningful new shareholder right by allowing holders of at least 25% of shares (held continuously for one year) to request a special meeting, which is a genuine governance improvement over the current baseline of zero shareholder access. The 25% threshold is the most commonly adopted level among S&P 500 companies that provide this right (approximately 33% of such companies), and the policy guidance supports this type of structural governance improvement. Although a lower threshold (such as 10%) would be even more shareholder-friendly, moving from no right to a 25% right is a substantial improvement worth supporting.

The board has proactively proposed its own charter amendment (Proposal 7) to grant stockholders holding 25% of shares the right to call a special meeting, directly addressing the core ask of this stockholder proposal. Voting FOR this stockholder proposal would be redundant and could create conflicting or duplicative obligations, since the company's own proposal already remedies the absence of special meeting rights. The right course of action for shareholders who want this governance improvement is to support Proposal 7, which enacts the actual legal change, rather than this advisory stockholder request.