MEDTRONIC PLC Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.07 Submission of Matters to a Vote of Security Holders
OnDecember 11, 2020 ,Medtronic plc , a public limited company organized under the laws ofIreland (the "Company"), held its 2020 Annual General Meeting of Shareholders in order to: (1) elect, by separate resolutions, twelve directors, each to hold office until the 2021 Annual General Meeting of the Company and until his or her successor is elected; (2) ratify, in a non-binding vote, the appointment ofPricewaterhouseCoopers LLP as the Company's independent auditor for fiscal year 2021 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 onOctober 15, 2020 , the record date of the Annual General Meeting, 1,345,239,472 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,155,207,258 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 twelve nominees to the Board of Directors, to hold office until the 2021 Annual General Meeting of the Company and until his or her successor is elected, as follows:
For For (Percent of Against Against (Percent of Abstain Broker Non-Vote
Votes Cast) Votes Cast)
Richard H. Anderson 970,524,752 93.630% 66,026,670 6.370% 2,966,120 115,689,716 Craig Arnold 1,023,126,829 98.515% 15,422,624 1.485% 968,089 115,689,716 Scott C. Donnelly 1,003,269,647 96.598% 35,330,535 3.402% 917,360 115,689,716 Andrea J. Goldsmith, Ph.D. 1,034,836,578 99.624% 3,905,019 0.376% 775,945 115,689,716 Randall J. Hogan, III 1,012,086,266 97.448% 26,504,473 2.552% 926,803 115,689,716 Michael O. Leavitt 1,019,110,953 98.127% 19,448,520 1.873% 958,069 115,689,716 James T. Lenehan 995,852,056 96.075% 40,679,072 3.925% 2,986,414 115,689,716 Kevin E. Lofton 1,036,854,816 99.835% 1,715,940 0.165% 946,786 115,689,716 Geoffrey S. Martha 971,226,971 94.037% 61,587,610 5.963% 6,702,961 115,689,716 Elizabeth G. Nabel, M.D. 1,037,429,259 99.873% 1,322,146 0.127% 766,137 115,689,716 Denise M. O'Leary 981,659,682 94.696% 54,982,953 5.304% 2,874,907 115,689,716 Kendall J. Powell 888,051,028 85.677% 148,461,395 14.323% 3,005,119 115,689,716
-------------------------------------------------------------------------------- 2. The shareholders ratified, in a non-binding vote, the appointment ofPricewaterhouseCoopers LLP as the Company's independent auditor for fiscal year 2021 and authorized, in a binding vote, the Company's Board of Directors, acting through the Audit Committee, to set the auditor's remuneration. Votes Percent of Votes Cast For 1,090,245,797 94.465% Against 63,879,176 5.535% Abstain 1,082,285 Broker Non-Vote NA
3. The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company's named executive officers.
Votes Percent of Votes Cast
For 949,563,754 91.727%
Against 85,645,061 8.273%
Abstain 4,308,727
Broker Non-Vote 115,689,716
4. The shareholders approved renewal of the Board's authority to issue shares.
Votes Percent of Votes Cast
For 1,027,827,893 98.980%
Against 10,595,010 1.020%
Abstain 1,094,639
Broker Non-Vote 115,689,716
5. The shareholders approved renewal of the Board's authority to opt out of
pre-emption rights.
Votes Percent of Votes Cast
For 1,029,046,766 99.223%
Against 8,054,099 0.777%
Abstain 2,416,677
Broker Non-Vote 115,689,716
6. The shareholders approved authorization of the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.
Votes Percent of Votes Cast
For 1,021,355,109 98.598%
Against 14,527,390 1.402%
Abstain 3,635,043
Broker Non-Vote 115,689,716
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Item 7.01 Regulation FD Disclosure
OnDecember 14, 2020 , the Company issued a press release announcing the appointment, effectiveJanuary 1, 2021 , ofSean Salmon to succeedMichael J. Coyle as Executive Vice President and President of Medtronic's Cardiovascular Portfolio. In addition, the Company announced thatMr. Salmon will continue to lead the Company's Diabetes Operating Unit. These leadership changes become effective onJanuary 1, 2021 . A copy of the press release is furnished with this Form 8-K as Exhibit 99.1. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act. Item 9.01 Exhibits Exhibit Number Description 99.1 Press Release datedDecember 14, 2020
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