ITEM 5.02.   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
             APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
             CERTAIN OFFICERS.



(e)          Approval of Amendment and Restatement of Boston Scientific
             Corporation 2011 Long-Term Incentive Plan

At the Annual Meeting of Stockholders ("Annual Meeting") of Boston Scientific Corporation (the "Company") held on May 7, 2020, the Company's stockholders approved an amendment and restatement of the Company's 2011 Long-Term Incentive Plan (the "Amended 2011 Plan"), which plan will be effective as of October 1, 2020. The Company's Board of Directors (the "Board") had previously approved and adopted the Amended 2011 Plan on March 12, 2020, subject to stockholder approval. Terms of the Amended 2011 Plan are described in the Company's 2020 Proxy Statement, which was filed with the Securities and Exchange Commission on March 25, 2020, which description is incorporated herein by reference and is qualified in its entirety by reference to the Amended 2011 Plan. The Amended 2011 Plan is filed as Exhibit 10.1 and is incorporated herein by reference.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a) The Company held the Annual Meeting on May 7, 2020 in a virtual-only format via live audio webcast.

(b) The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.



(1)       All ten director nominees were elected to the Board for a one-year term
          to hold office until the Company's 2021 Annual Meeting of Stockholders
          and until their successors have been elected and qualified.


Nominee                       For         Withheld     Broker Non-Votes
Nelda J. Connors         1,057,992,312   122,676,483      39,284,677
Charles J. Dockendorff   1,161,565,990   19,102,805       39,284,677
Yoshiaki Fujimori         868,775,992    311,892,803      39,284,677
Donna A. James           1,173,526,756    7,142,039       39,284,677
Edward J. Ludwig         1,178,348,186    2,320,609       39,284,677
Stephen P. MacMillan     1,165,768,265   14,900,530       39,284,677
Michael F. Mahoney       1,127,019,830   53,648,965       39,284,677
David J. Roux            1,166,015,132   14,653,663       39,284,677
John E. Sununu           1,163,742,158   16,926,637       39,284,677
Ellen M. Zane            1,170,529,714   10,139,081       39,284,677



(2)       The advisory vote on the compensation for the Company's "Named
          Executive Officers" as disclosed in the Company's proxy statement for
          the Annual Meeting was approved.


     For         Against      Abstain    Broker Non-Votes
1,112,264,746   64,868,413   3,535,636      39,284,677

(3) The Amended 2011 Plan was approved.




     For         Against     Abstain   Broker Non-Votes
1,143,647,557   36,191,927   829,311      39,284,677



(4)       The appointment of Ernst & Young LLP as the Company's independent
          registered public accounting firm for the 2020 fiscal year was
          ratified.


     For         Against     Abstain
1,175,919,370   43,496,695   537,407

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(5)       The stockholder proposal requesting a report on inclusion of
          non-management employee representation on the Board of Directors was
          not approved.


   For          Against       Abstain    Broker Non-Votes
46,305,831   1,132,479,087   1,883,877      39,284,677

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.





(d) Exhibits

Exhibit No.   Description
10.1            Amended and Restated 2011 Long-Term Incentive Plan
104           Cover Page Interactive Data File - the cover page XBRL tags are embedded
              within the Inline XBRL document

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