Medtronic plc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$MDT
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
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): October 17, 2024
_____________________________
(Exact name of Registrant as Specified in its Charter)
_____________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
+353 1 438-1700
(Registrant’s telephone number, including area code)
| 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) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
On October 17, 2024, the Company held its 2024 Annual General Meeting of Shareholders in order to: (1) elect, by separate resolutions, ten directors, each to hold office until the 2025 Annual General Meeting of the Company and until his or her successor is elected; (2) ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2025 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 on August 23, 2024, the record date of the Annual General Meeting, 1,282,467,348 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,118,364,589 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 2025 Annual General Meeting of the Company and until his or her successor is elected, as follows:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||||||||||||
Craig Arnold | 952,980,300 | 45,113,878 | 1,927,552 | 118,342,859 | |||||||||||||||||||
Scott C. Donnelly | 964,223,711 | 34,734,436 | 1,063,583 | 118,342,859 | |||||||||||||||||||
Lidia L. Fonseca | 983,895,789 | 15,081,990 | 1,043,951 | 118,342,859 | |||||||||||||||||||
Andrea J. Goldsmith, Ph.D. | 994,796,259 | 4,135,950 | 1,089,521 | 118,342,859 | |||||||||||||||||||
Randall J. Hogan, III | 992,550,812 | 6,398,816 | 1,072,102 | 118,342,859 | |||||||||||||||||||
Gregory P. Lewis | 985,323,082 | 13,626,512 | 1,072,136 | 118,342,859 | |||||||||||||||||||
Kevin E. Lofton | 990,923,667 | 8,030,691 | 1,067,372 | 118,342,859 | |||||||||||||||||||
Geoffrey S. Martha | 943,041,061 | 53,318,321 | 3,662,348 | 118,342,859 | |||||||||||||||||||
Elizabeth G. Nabel, M.D. | 966,622,750 | 32,366,858 | 1,032,122 | 118,342,859 | |||||||||||||||||||
Kendall J. Powell | 906,406,435 | 91,375,803 | 2,239,492 | 118,342,859 | |||||||||||||||||||
2. The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2025 and to authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.
FOR | AGAINST | ABSTAIN | ||||||||||||
1,008,653,733 | 107,729,791 | 1,981,065 | ||||||||||||
3. The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
924,541,222 | 70,301,925 | 5,178,583 | 118,342,859 | |||||||||||||||||
4. The shareholders approved renewal of the Board’s authority to issue shares.
FOR | AGAINST | ABSTAIN | ||||||||||||
1,094,709,167 | 17,315,138 | 6,340,284 | ||||||||||||
5. The shareholders approved renewal of the Board’s authority to opt out of pre-emption rights.
FOR | AGAINST | ABSTAIN | ||||||||||||
1,042,690,218 | 68,667,595 | 7,006,776 | ||||||||||||
6. The shareholders approved authorization of the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.
FOR | AGAINST | ABSTAIN | ||||||||||||
1,086,792,639 | 27,683,267 | 3,888,683 | ||||||||||||
| Item 9.01. | Exhibits. | ||||
(d) List of Exhibit
| 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: October 21, 2024 | 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). | |||||||