MEDTRONIC PLC Item 1.01. Entry into a Material Definitive Agreement
OnDecember 13, 2021 ,Medtronic Global Holdings S.C.A . (the "Company"), as borrower, entered into the Amendment No. 3 and Extension Agreement to the Amended and Restated Credit Agreement (the "Third Amendment"), which amends the Amended and Restated Credit Agreement, dated as ofDecember 12, 2018 , by and among the Company, certain subsidiaries ofMedtronic plc , an Irish public limited company ("Parent"), from time to time party thereto as designated borrowers,Medtronic, Inc. , aMinnesota corporation, and Parent, as guarantors, the lenders from time to time party thereto andBank of America N.A ., as administrative agent, as amended by the Amendment No. 1 and Extension Agreement to the Amended and Restated Credit Agreement, dated as ofDecember 12, 2019 and the Amendment No. 2 and Extension Agreement to the Amended and Restated Credit Agreement, dated as ofDecember 12, 2020 (the "Original Credit Agreement" and the Original Credit Agreement as modified by the Third Amendment, the "Credit Agreement"). The Third Amendment modifies the Original Credit Agreement to, among other things: (i) extend the maturity date fromDecember 12, 2025 toDecember 12, 2026 , (ii) remove the cap on the number of maturity extensions available to the Company, (iii) replace the interest rate benchmarks for certain foreign currencies due to the pending cessation of LIBOR-based benchmarks in those currencies, (iv) updateU.S. Dollar LIBOR replacement language, and (v) modify certain categories of the credit facility pricing to reduce the interest rate margins and commitment fee rate such that borrowings under the Credit Agreement will bear interest, at the Company's option, at either (i) the LIBO Rate (as defined in the Credit Agreement) plus a margin of between 0.500% to 1.000% based on the Company's long-term debt ratings or (ii) the Alternate Base Rate (as defined in the Credit Agreement). In addition, a ratings-based commitment fee will accrue at a rate between 0.045% and 0.090% per annum on the unused commitments. In connection with the execution of the Third Amendment, the Company paid certain customary fees toLenders and BofA Securities, Inc. , as arranger, and certain customary expenses ofBank of America, N.A ., in its capacity as administrative agent. In the ordinary course of their respective financial services businesses, certain of the lenders and other parties to the Credit Agreement and their respective affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, hedging, foreign exchange, advisory or other financial services to the Company and its affiliates for which they have in the past received, and/or may in the future receive, customary compensation and expense reimbursement. The foregoing description of the terms of the Third Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by the complete text of the Third Amendment, a copy of which is filed as Exhibit 10.01 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
OnDecember 9, 2021 ,Medtronic plc , a public limited company organized under the laws ofIreland (the "Company"), held its 2021 Annual General Meeting of Shareholders in order to: (1) elect, by separate resolutions, ten directors, each to hold office until the 2022 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 2022 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) approve, in a non-binding advisory vote, the frequency of Say-on-Pay votes; (5) approve the new 2021 Medtronic plc Long Term Incentive Plan; (6) renew the Board's authority to issue shares; (7) renew the Board's authority to opt out of pre-emption rights; and (8) authorize the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares. At the close of business onOctober 14, 2021 , the record date of the Annual General Meeting, 1,345,129,084 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,149,067,281 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 2022 Annual General Meeting of the Company and until
his or her successor is elected, as follows:
For For (Percent of Against Against (Percent Abstain Broker Non-Vote
Votes Cast) of Votes Cast)
Richard H. Anderson 966,623,869 92.74 % 75,576,923 7.25 % 1,338,477 105,528,012
Craig Arnold 1,012,967,225 97.14 % 29,718,189 2.85 % 853,855 105,528,012
Scott C. Donnelly 1,002,812,027 96.22 % 39,382,101 3.77 % 1,345,141 105,528,012
Andrea J. Goldsmith, Ph.D. 1,039,216,383 99.70 % 3,055,156 0.29 % 1,267,730 105,528,012
Randall J. Hogan, III 1,018,965,781 97.77 % 23,193,295 2.22 % 1,380,193 105,528,012
Kevin E. Lofton 1,027,670,088 98.62 % 14,384,902 1.38 % 1,484,279 105,528,012
Geoffrey S. Martha 980,244,898 94.47 % 57,362,784 5.52 % 5,931,587 105,528,012
Elizabeth G. Nabel, M.D. 1,024,140,215 98.20 % 18,742,186 1.79 % 656,868 105,528,012
Denise M. O'Leary 977,795,778 93.76 % 65,057,543 6.23 % 685,948 105,528,012
Kendall J. Powell 885,523,117 84.96 % 156,703,270 15.03 % 1,312,882 105,528,012
2. The shareholders ratified, in a non-binding vote, the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal year
2022 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 1,071,588,317 93.36%
Against 76,118,684 6.63%
Abstain 1,360,280
Broker Non-Vote
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 939,106,114 90.30%
Against 100,873,062 9.69%
Abstain 3,560,093
Broker Non-Vote 105,528,012
4. The shareholders approved, on a non-binding advisory basis, the frequency of
Say-on-Pay votes.
Votes Percent of Votes Cast
For 1 Year 1,023,725,626 98.27%
For 2 Years 1,565,861 0.15%
For 3 Years 16,403,105 1.57%
Abstain 1,844,677
Broker Non-Vote
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5. The shareholders approved the new 2021 Medtronic plc Long Term Incentive
Plan.
Votes Percent of Votes Cast
For 904,581,437 86.87%
Against 136,635,596 13.12%
Abstain 2,322,236
Broker Non-Vote 105,528,012
6. The shareholders approved renewal of the Board's authority to issue shares.
Votes Percent of Votes Cast
For 1,117,307,983 97.43%
Against 29,458,684 2.56%
Abstain 2,300,614
Broker Non-Vote
7. The shareholders approved renewal of the Board's authority to opt out of
pre-emption rights.
Votes Percent of Votes Cast
For 1,136,849,944 99.17%
Against 9,516,918 .83%
Abstain 2,700,419
Broker Non-Vote
8. 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 1,134,026,110 99.05%
Against 10,820,048 .94%
Abstain 4,221,123
Broker Non-Vote
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Item 9.01 Exhibits
Exhibit Number Description
10.01 Amendment No. 3 and Extension Agreement to theAmended and Restated Credit
Agreement, dated as of December 13, 2021 , by and among Medtronic Global
Holdings S.C.A ., certain subsidiaries of Medtronic plc from time to time
party thereto, Medtronic, Inc. , Medtronic plc , thelenders from time to time
party thereto and Bank of America N.A ., as administrative agent.
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