Medtronic : DEFR14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. 1 )

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Preliminary Proxy Statement

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Definitive Proxy Statement

Definitive Additional Materials

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Explanatory Note

We are filing this revised definitive proxy statement (i) to reflect our previously announced anticipated leadership changes, including the increase in the size of our board of directors and the appointment of Geoffrey S. Martha as a director and President effective November 1, 2019, the retirement in April 2020 of Omar Ishrak as our Chief Executive Officer and the appointment of Mr. Martha to such position, and certain changes to their respective compensatory arrangements, in each case as described further herein, (ii) to update "Proposal 1 - Election of Directors" in this proxy statement and revise the proxy card, in each case to include Mr. Martha as a director nominee to hold office until the 2020 Annual General Meeting of the Company, (iii) to confirm that Proposals 4, 5 and 6 are considered routine matters under New York Stock Exchange rules, and (iv) to conform Proposal 3 to the related disclosure contained in the Compensation Discussion and Analysis section. No other changes have been made and this revised definitive proxy statement will be distributed to our shareholders in lieu of the original definitive proxy statement.

NOTICE OF ANNUAL GENERAL MEETING

Friday, December 6, 2019

8:00 a.m. local time

Shelbourne Hotel, 27 St. Stephen's Green, Dublin, Ireland

MEETING AGENDA

1. Electing, by separate resolutions, the twelve director nominees named in the proxy statement to hold office until the 2020 Annual General Meeting of the Company;
2. Ratifying, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal year 2020 and authorizing, in a binding vote, the Board of Directors, acting through the Audit Committee,to set the auditor's remuneration;
3. Approving, on an advisory basis, the Company's executivecompensation;
4. Renewing the Board of Directors' authority to issue sharesunder Irish law;
5. Renewing the Board of Directors' authority to opt out ofpre-emption rights under Irish law;
6. Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares;
7. Receiving and considering the Company's Irish Statutory Financial Statements for the fiscal year ended April 26, 2019 andthe reports of the directors and auditors thereon, and reviewing the affairs of the Company; and
8. Transacting any other business that may properly come beforethe meeting.

Proposals 1, 2, 3, 4 and 6 above are ordinary resolutions requiring a simple majority of the votes cast at the meeting to be approved. Proposal 5 is a special resolution requiring at least 75% of the votes cast at the meeting to be approved. All proposals are more fully described in this proxy statement. There is no requirement under Irish law that Medtronic's Irish Statutory Financial Statements for the fiscal year ended April 26, 2019, or the directors' and auditor's reports thereon be approved by the shareholders, and no such approval will be sought at the Annual General Meeting.

RECORD DATE

Shareholders of record at the close of business on October 10, 2019, are entitled to vote at the meeting.

ONLINE PROXY DELIVERY AND VOTING

As permitted by the Securities and Exchange Commission, we are making this proxy statement, the Company's annual report to shareholders, and our Irish statutory financial statements available to our shareholders electronically via the Internet. We believe electronic delivery expedites your receipt of materials, reduces the environmental impact of our Annual General Meeting and reduces costs significantly. The Notice Regarding Internet Availability of Proxy Materials (the "Notice") contains instructions on how you can access the proxy materials and how to vote online. If you received the Notice by mail, you will not receive a printed copy of the proxy materials unless you request one in accordance with the instructions provided in the Notice. The Notice will be mailed to shareholders on or about October 24, 2019 and will provide instructions on how you may access and review the proxy materials on the Internet and how to vote.

ADMISSION TO THE ANNUAL GENERAL MEETING

If you wish to attend the Annual General Meeting, you must be a shareholder on the record date and eitherequest an admission ticket in advanceby visiting www.proxyvote.comand following the instructions provided (you will need the control number included on your proxy card, voter instruction form or Notice), or bring proof of ownership of ordinary shares to the meeting. Tickets will be issued to registered and beneficial owners and to one guest accompanying each registered or beneficial owner.

September 30, 2019

By order of the Board of Directors,

Bradley E. Lerman

Senior Vice President, General Counsel and Company Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on December 6, 2019: This proxy statement, the Company's 2019 Annual Report to Shareholders and our Irish Statutory Financial Statements for the year ended April 26, 2019, are available at www.proxyvote.com.

YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO VOTE.

If possible, please vote your shares over the Internet using the instructions found in the Notice. Alternatively, you may request a printed copy of the proxy materials and vote using the toll-free telephone number on the proxy card or by marking, signing, dating and mailing your proxy form in the postage-paid envelope that will be provided. All proxies will be forwarded to the Company's registered office electronically. Voting by any of these methods will not limit your right to vote in person at the Annual General Meeting.

Under New York Stock Exchange rules, if you hold your shares in "street" name through a brokerage account, your broker will NOT be able to vote your shares on non-routine matters being considered at the Annual General Meeting unless you have given instructions to your broker prior to the meeting on how to vote your shares. Proposals 1 and 3 are considered non-routine matters under New York Stock Exchange rules. This means that you must give specific voting instructions to your broker on how to vote your shares so that your vote can be counted.

TABLE OF CONTENTS

PROXY SUMMARY	05
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	11
PROPOSAL 1 - ELECTION OF DIRECTORS	12
Directors and Nominees	12
CORPORATE GOVERNANCE	19
Our Corporate Governance Principles	19
Lead Independent Director and Chairman; Executive Sessions	19
Board Role in Risk Oversight	20
Compensation Risk Assessment	20
Committees of the Board and Meetings	21
Director Independence	26
Related Party Transactions and Other Matters	26
Complaint Procedure; Communications with Directors	27
Our Codes of Conduct	27
Director Compensation	28
SHARE OWNERSHIP INFORMATION	30
Significant Shareholders	30
Beneficial Ownership of Management	30
Delinquent Section 16(a) Reports	31
COMPENSATION DISCUSSION AND ANALYSIS	32
Executive Summary	32
Participants in Executive Compensation Design and Decision-Making Process	37
Executive Compensation Program Design	38
How We Establish Executive Compensation Levels	39
Fiscal Year 2019 Compensation Decisions	40
Fiscal Year 2019 Annual Medtronic Incentive Plan ("MIP") Design	41
Fiscal Year 2019 Long-Term Incentive Plan (LTIP) Design	43
Fiscal Year 2019 Annual and Long-Term Incentive Plan Payouts	45
Other Benefits and Perquisites	47
Executive Compensation Governance Practices and Policies	49
COMPENSATION COMMITTEE REPORT	50
EXECUTIVE COMPENSATION	51
2019 Summary Compensation Table	51
2019 Grants of Plan-Based Awards	54
2019 Outstanding Equity Awards at Fiscal Year End	55
2019 Option Exercises and Stock Vested	58
2019 Pension Benefits	58
2019 Nonqualified Deferred Compensation	59
Potential Payments Upon Termination or Change of Control	62
Equity Compensation Plan Information	64
REPORT OF THE AUDIT COMMITTEE	65
AUDIT AND NON-AUDIT FEES	66
PROPOSAL 2 - NON-BINDING RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR AND BINDING AUTHORIZATION
OF THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO SET AUDITOR REMUNERATION	67
PROPOSAL 3 - ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION ("SAY-ON-PAY")	68
PROPOSAL 4 - RENEWAL OF THE BOARD'S AUTHORITY TO ISSUE SHARES UNDER IRISH LAW	69
PROPOSAL 5 - RENEWAL OF THE BOARD'S AUTHORITY TO OPT OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH
LAW	70
PROPOSAL 6 - AUTHORIZATION OF THE COMPANY AND ANY SUBSIDIARY OF THE COMPANY TO MAKE OVERSEAS
MARKET PURCHASES OF MEDTRONIC ORDINARY SHARES	71
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING	72
Voting by Proxy	72
How Proxies will be Voted	72
Voting at the Meeting	73
Admission to the Meeting	73

OTHER INFORMATION

74