Medtronic plc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$MDT
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 18, 2025
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(Exact name of Registrant as Specified in its Charter)
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(Address of principal executive offices) (Zip Code)
+353 1 438-1700
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On June 18, 2025, the Board of Directors (Board) of Medtronic plc (Company) increased the size of the Board from 10 to 11 and appointed Dr. Joon Lee as a new director of the Company, in each case effective as of June 18, 2025. Dr. Lee has been appointed to serve on the Science and Technology Committee and the Compensation and Talent Committee of the Board.
In connection with his appointment to the Board, pursuant to the Company’s non-employee director compensation policy, Dr. Lee will be eligible to receive an annual cash retainer and a director equity grant, in each case as described under “Corporate Governance—Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 9, 2024.
There were no arrangements or understandings between Dr. Lee and any other persons pursuant to which he was selected as a director, and neither Dr. Lee nor any of his immediate family has been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
A press release announcing Dr. Lee’s appointment was issued on June 23, 2025. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Exhibits. | ||||
(d) List of Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover 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: June 23, 2025 | Ivan K. Fong | |||||||||||||||||||
| Executive Vice President, General Counsel and Secretary | ||||||||||||||||||||
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). | |||||||