Medtronic 8-K 2024-10-17

Filed 2024-10-21. 1 sections, 12K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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): October 17, 2024

Medtronic plc

(Exact name of Registrant as Specified in its Charter)

Ireland1-3682098-1183488
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

Building Two

Parkmore Business Park West

Galway, Ireland

(Address of principal executive offices) (Zip Code)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Not Applicable
Former name or former address, if changed since last report

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading SymbolName of each exchange on which registered
Ordinary shares, par value $0.0001 per shareMDTNew York Stock Exchange
0.250% Senior Notes due 2025MDT/25New York Stock Exchange
0.000% Senior Notes due 2025MDT/25ANew York Stock Exchange
2.625% Senior Notes due 2025MDT/25BNew York Stock Exchange
1.125% Senior Notes due 2027MDT/27New York Stock Exchange
0.375% Senior Notes due 2028MDT/28New York Stock Exchange
3.000% Senior Notes due 2028MDT/28ANew York Stock Exchange
3.650% Senior Notes due 2029MDT/29New York Stock Exchange
1.625% Senior Notes due 2031MDT/31New York Stock Exchange
1.000% Senior Notes due 2031MDT/31ANew York Stock Exchange
3.125% Senior Notes due 2031MDT/31BNew York Stock Exchange
0.750% Senior Notes due 2032MDT/32New York Stock Exchange
3.375% Senior Notes due 2034MDT/34New York Stock Exchange
3.875% Senior Notes due 2036MDT/36New York Stock Exchange
2.250% Senior Notes due 2039MDT/39ANew York Stock Exchange
1.500% Senior Notes due 2039MDT/39BNew York Stock Exchange
1.375% Senior Notes due 2040MDT/40ANew York Stock Exchange
4.150% Senior Notes due 2043MDT/43ANew York Stock Exchange
1.750% Senior Notes due 2049MDT/49New York Stock Exchange
1.625% Senior Notes due 2050MDT/50New York Stock Exchange
4.150% Senior Notes due 2053MDT/53New York Stock Exchange

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. ☐

Item 5.07.Submission of Matters to a Vote of Security Holders.

On October 17, 2024, the Company held its 2024 Annual General Meeting of Shareholders in order to: (1) elect, by separate resolutions, ten directors, each to hold office until the 2025 Annual General Meeting of the Company and until his or her successor is elected; (2) ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2025 and authorize, in a binding vote, the Company’s Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration; (3) approve, in a non-binding advisory vote, named executive officer compensation; (4) renew the Board’s authority to issue shares; (5) renew the Board’s authority to opt out of pre-emption rights; and (6) authorize the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.

At the close of business on August 23, 2024, the record date of the Annual General Meeting, 1,282,467,348 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,118,364,589 ordinary shares were present at the Annual General Meeting, either in person or by proxy, which total was not less than a majority of the issued and outstanding ordinary shares entitled to vote and thus constituted a quorum.

The final voting results and the votes used to determine the results for each proposal are set forth below:

  1. The shareholders elected each of the ten nominees to the Board of Directors, to hold office until the 2025 Annual General Meeting of the Company and until his or her successor is elected, as follows:
FORAGAINSTABSTAINBROKER NON-VOTE
Craig Arnold952,980,30045,113,8781,927,552118,342,859
Scott C. Donnelly964,223,71134,734,4361,063,583118,342,859
Lidia L. Fonseca983,895,78915,081,9901,043,951118,342,859
Andrea J. Goldsmith, Ph.D.994,796,2594,135,9501,089,521118,342,859
Randall J. Hogan, III992,550,8126,398,8161,072,102118,342,859
Gregory P. Lewis985,323,08213,626,5121,072,136118,342,859
Kevin E. Lofton990,923,6678,030,6911,067,372118,342,859
Geoffrey S. Martha943,041,06153,318,3213,662,348118,342,859
Elizabeth G. Nabel, M.D.966,622,75032,366,8581,032,122118,342,859
Kendall J. Powell906,406,43591,375,8032,239,492118,342,859
  1. The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2025 and to authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.
FORAGAINSTABSTAIN
1,008,653,733107,729,7911,981,065
  1. The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers.
FORAGAINSTABSTAINBROKER NON-VOTE
924,541,22270,301,9255,178,583118,342,859
  1. The shareholders approved renewal of the Board’s authority to issue shares.
FORAGAINSTABSTAIN
1,094,709,16717,315,1386,340,284
  1. The shareholders approved renewal of the Board’s authority to opt out of pre-emption rights.
FORAGAINSTABSTAIN
1,042,690,21868,667,5957,006,776
  1. The shareholders approved authorization of the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.
FORAGAINSTABSTAIN
1,086,792,63927,683,2673,888,683
Item 9.01.Exhibits.

(d) List of Exhibit

Exhibit NumberDescription
104Cover Page Interactive Data File (embedded with the Inline XBRL document).

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.

Medtronic plc
By/s/ Ivan K. Fong
Date: October 21, 2024Ivan K. Fong
Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit NumberDescription
104Cover Page Interactive Data File (embedded with the Inline XBRL document).