8MAR201914552635 March 27, 2019 Dear Boston Scientific Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders of Boston Scientific Corporation (the Company) to be held on Thursday, May 9, 2019, at 8:00 a.m. Eastern Time, at the Company’s Corporate Headquarters located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752 (Annual Meeting). This year you are being asked to: 1. elect to the Board of Directors ten nominees for director; 2. approve, on a non-binding, advisory basis, named executive officer compensation; 3. approve an amendment and restatement of our By-Laws to provide for a majority vote standard in uncontested director elections; 4. ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2019 fiscal year; and 5. consider and vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. These matters are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement. Our Board of Directors urges you to read the accompanying Proxy Statement and recommends that you vote ‘‘FOR’’ all of the director nominees, the named executive officer compensation, the amendment and restatement of our By-Laws, and the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. At the meeting, you will be provided with the opportunity to ask questions. We are pleased to continue to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders via the Internet. We believe this e-proxy process, also known as ‘‘notice and access,’’ expedites stockholders’ receipt of proxy materials, lowers our printing and mailing costs, and reduces the environmental impact of producing the materials for our Annual Meeting. On or about March 27, 2019, we will mail to our stockholders of record at the close of business on Friday, March 15, 2019, the record date for our Annual Meeting, an Important Notice of Internet Availability of Proxy Materials (Notice) containing instructions on how to access our Proxy Statement and Annual Report for the year ended December 31, 2018 (Annual Report) on the Internet and also how to vote their shares via the Internet. If you received a Notice by mail, you will not receive printed proxy materials unless you specifically request them. Both the Notice and the Proxy Statement contain instructions on how you can request a paper copy of the Proxy Statement and Annual Report. The Board of Directors appreciates and encourages stockholder participation in the Company’s affairs. Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares. Accordingly, we request that as soon as possible, you vote via the Internet or, if you have received printed proxy materials, you vote via the Internet, by telephone or by mailing your completed proxy card or voter instruction form. Thank you for your continuing support. Michael F. Mahoney Chairman of the Board of Directors President and Chief Executive Officer 8MAR201914552635 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Marlborough, Massachusetts March 27, 2019 The Annual Meeting of Stockholders of Boston Scientific Corporation (Annual Meeting) will be held on Thursday, May 9, 2019, at 8:00 a.m. Eastern Time, at the Company’s Corporate Headquarters located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752, for the following purposes: 1. to elect to the Board of Directors ten nominees for director; 2. to approve, on a non-binding, advisory basis, named executive officer compensation; 3. approve an amendment and restatement of our By-Laws to provide for a majority vote standard in uncontested director elections; 4. to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2019 fiscal year; and 5. to consider and vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on Friday, March 15, 2019, are entitled to notice of and to vote at the meeting or any adjournments or postponements thereof. It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, we encourage you to submit your proxy as soon as possible. For specific instructions, please refer to your Important Notice of Internet Availability of Proxy Materials or to the question on page 3 of the accompanying Proxy Statement entitled ‘‘How do I vote by proxy?’’ At the direction of the Board of Directors, Desiree Ralls-Morrison Corporate Secretary TABLE OF CONTENTS Information About the Annual Meeting and Voting ..................................... 1 Internet Availability of Proxy Materials .............................................. 9 Cautionary Statement Regarding Forward-Looking and Other Statements .................... 9 Proposal 1: Election of Directors ................................................... 10 Corporate Governance ........................................................... 17 Meetings and Board Committees ................................................... 24 Director Compensation ........................................................... 30 Executive Officers ............................................................... 34 Certain Beneficial Ownership Matters ............................................... 39 Compensation Discussion & Analysis ................................................ 42 Risk Assessment of our Compensation Programs ....................................... 68 Compensation Committee Report ................................................... 68 Executive Compensation .......................................................... 69 Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation ............... 96 Proposal 3: Amendment and Restatement of our By-Laws to Provide for a Majority Vote Standard in Uncontested Director Elections ......................................... 98 Equity Compensation Plans ....................................................... 101 Audit Committee Report .......................................................... 102 Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm ..... 103 Stockholder Proposals and Company Information ...................................... 105 Other Information ............................................................... 106 Annex A — Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures Used as Performance Metrics Under Certain of Our Short- and Long-Term Incentive Compensation Plans and Programs ........................................................... A-1 Annex B — Form of Amended and Restated By-Laws of Boston Scientific Corporation ......... B-1 i 8MAR201914552635 300 Boston Scientific Way Marlborough, Massachusetts 01752 March 27, 2019 PROXY STATEMENT Information About the Annual Meeting and Voting The Annual Meeting The Annual Meeting of Stockholders of Boston Scientific Corporation (Annual Meeting) will be held on Thursday, May 9, 2019, at 8:00 a.m. Eastern Time, at the Company’s Corporate Headquarters located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752. At this meeting, stockholders will be asked to elect ten nominees for director, approve, on a non-binding, advisory basis, named executive officer compensation, approve an amendment and restatement of our By-Laws to provide for a majority vote standard in uncontested director elections, and ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2019 fiscal year. Management will also report on our performance during 2018 and will respond to questions from stockholders. Our principal executive offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752, and our telephone number is (508) 683-4000. When used in this Proxy Statement, the terms ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘Boston Scientific’’ and ‘‘the Company’’ mean Boston Scientific Corporation and its businesses and subsidiaries. Why am I receiving these materials? In connection with its solicitation of proxies for use at our Annual Meeting, our Board of Directors (Board) (i) has made these materials available to you via the Internet or, upon your request, via email, or (ii) upon your request, has delivered or will deliver printed versions of these materials to you by mail. As a stockholder of record of our common stock at the close of business on March 15, 2019, the record date for our Annual Meeting, you are invited to attend the Annual Meeting, and are entitled to and requested to vote on the items of business described in this Proxy Statement. Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of printed proxy materials? Pursuant to rules adopted by the Securities and Exchange Commission (SEC), we are making this Proxy Statement and our Annual Report for the year ended December 31, 2018 (Annual Report and, together with this Proxy Statement, the proxy materials) available to stockholders electronically via the Internet. Stockholders will be able to access the proxy materials on the website referred to in the Important Notice of Internet Availability of Proxy Materials (Notice) or request to receive printed copies of the proxy materials and