Medtronic 8-K 2024-06-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2024

Medtronic plc

(Exact name of Registrant as Specified in its Charter)

20 On Hatch, Lower Hatch Street

Dublin 2, Ireland

(Address of principal executive offices) (Zip Code)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On June 21, 2024, Karen L. Parkhill, Executive Vice President and Chief Financial Officer of Medtronic plc (Company), notified the Company of her decision to resign from the Company, effective August 2, 2024.

On June 26, 2024, the Company announced that Gary Corona, currently Senior Vice President, Global Financial Planning and Analysis, has been appointed to serve as interim Chief Financial Officer (Interim CFO) of the Company, effective upon Ms. Parkhill’s departure. Mr. Corona, age 50, has served as Senior Vice President, Global Financial Planning and Analysis since joining the Company in January 2023. Prior to his role at Medtronic, Mr. Corona served as Vice President, Corporate Finance at General Mills, Inc., where he held finance roles of increasing responsibility during his 26 year tenure. There is no arrangement or understanding between Mr. Corona and any other person pursuant to which Mr. Corona was selected as Interim CFO, and there are no family relationships between Mr. Corona and any of the Company’s directors or executive officers. There are no transactions involving Mr. Corona that would require disclosure pursuant to Item 404(a) of Regulation S-K, and at this time Mr. Corona’s compensation arrangements with the Company will not change in connection with his appointment as Interim CFO.

A copy of the press release announcing Ms. Parkhill’s departure and Mr. Corona’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.

(d) List of Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.