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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): June 21, 2024
_____________________________
Medtronic plc
(Exact name of Registrant as Specified in its Charter)
_____________________________
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Ireland | | 1-36820 | | 98-1183488 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
20 On Hatch, Lower Hatch Street
Dublin 2, Ireland
(Address of principal executive offices) (Zip Code)
+353 1 438-1700
(Registrant’s telephone number, including area code) | | |
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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) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
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Title of each class | Trading Symbol | Name of each exchange on which registered |
Ordinary shares, par value $0.0001 per share | MDT | New York Stock Exchange |
0.250% Senior Notes due 2025 | MDT/25 | New York Stock Exchange |
0.000% Senior Notes due 2025 | MDT/25A | New York Stock Exchange |
2.625% Senior Notes due 2025 | MDT/25B | New York Stock Exchange |
1.125% Senior Notes due 2027 | MDT/27 | New York Stock Exchange |
0.375% Senior Notes due 2028 | MDT/28 | New York Stock Exchange |
3.000% Senior Notes due 2028 | MDT/28A | New York Stock Exchange |
3.650% Senior Notes due 2029 | MDT/29 | New York Stock Exchange |
1.625% Senior Notes due 2031 | MDT/31 | New York Stock Exchange |
1.000% Senior Notes due 2031 | MDT/31A | New York Stock Exchange |
3.125% Senior Notes due 2031 | MDT/31B | New York Stock Exchange |
0.750% Senior Notes due 2032 | MDT/32 | New York Stock Exchange |
3.375% Senior Notes due 2034 | MDT/34 | New York Stock Exchange |
3.875% Senior Notes due 2036 | MDT/36 | New York Stock Exchange |
2.250% Senior Notes due 2039 | MDT/39A | New York Stock Exchange |
1.500% Senior Notes due 2039 | MDT/39B | New York Stock Exchange |
1.375% Senior Notes due 2040 | MDT/40A | New York Stock Exchange |
4.150% Senior Notes due 2043 | MDT/43A | New York Stock Exchange |
1.750% Senior Notes due 2049 | MDT/49 | New York Stock Exchange |
1.625% Senior Notes due 2050 | MDT/50 | New York Stock Exchange |
4.150% Senior Notes due 2053 | MDT/53 | New 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. ☐
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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 21, 2024, Karen L. Parkhill, Executive Vice President and Chief Financial Officer of Medtronic plc (Company), notified the Company of her decision to resign from the Company, effective August 2, 2024.
On June 26, 2024, the Company announced that Gary Corona, currently Senior Vice President, Global Financial Planning and Analysis, has been appointed to serve as interim Chief Financial Officer (Interim CFO) of the Company, effective upon Ms. Parkhill’s departure. Mr. Corona, age 50, has served as Senior Vice President, Global Financial Planning and Analysis since joining the Company in January 2023. Prior to his role at Medtronic, Mr. Corona served as Vice President, Corporate Finance at General Mills, Inc., where he held finance roles of increasing responsibility during his 26 year tenure. There is no arrangement or understanding between Mr. Corona and any other person pursuant to which Mr. Corona was selected as Interim CFO, and there are no family relationships between Mr. Corona and any of the Company’s directors or executive officers. There are no transactions involving Mr. Corona that would require disclosure pursuant to Item 404(a) of Regulation S-K, and at this time Mr. Corona’s compensation arrangements with the Company will not change in connection with his appointment as Interim CFO.
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Item 7.01. | Regulation FD Disclosure. |
A copy of the press release announcing Ms. Parkhill’s departure and Mr. Corona’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K.The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.
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Item 9.01. | Financial Statements and Exhibits. |
(d) List of Exhibits
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Exhibit Number | | Description |
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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.
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| | | | | | Medtronic plc |
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| | | | By | | /s/ Ivan K. Fong |
Date: June 26, 2024 | | | | | | Ivan K. Fong |
| | | | | | Executive Vice President, General Counsel and Secretary |