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. )
 Filed by the Registrant |  Filed by a Party other than the Registrant |
| Check the appropriate box: |
| | Preliminary Proxy Statement |
| | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
| | Definitive Proxy Statement |
| | Definitive Additional Materials |
| | Soliciting Material Pursuant to §240.14a-12 |
MEDTRONIC PLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): |
| | No fee required. |
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| | (1) Title of each class of securities to which transaction applies: |
| | (2) Aggregate number of securities to which transaction applies: |
| | (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | (4) Proposed maximum aggregate value of transaction: |
| | (5) Total fee paid: |
| | Fee paid previously with preliminary materials. |
| | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | (1) Amount Previously Paid: |
| | (2) Form, Schedule or Registration Statement No.: |
| | (3) Filing Party: |
| | (4) Date Filed: |
*** Exercise YourRight to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on December 7, 2018.
| | | | | |
| | | Meeting Information |
MEDTRONIC PLC | | Meeting Type: For holders as of: | Annual General Meeting October 9, 2018 |
| | | Date: December 7, 2018 Time: 8:00 AM Local Time |
| | | Location: | Shelbourne Hotel 27 St. Stephen’s Green Dublin, Ireland |
| | | |
MEDTRONIC PLC
ATTN: RHONDA INGALSBE
710 MEDTRONIC PARKWAY
MS LC300
MINNEAPOLIS, MN 55432-5604 | | You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. |
| | | |
| | | See the reverse side of this notice to obtain proxy materials and voting instructions. |
E50782-P11589
Before You Vote
How to Access the Proxy Materials
| | | | | | | | | |
| | Proxy Materials Available to VIEW or RECEIVE: | |
| | NOTICE AND PROXY STATEMENT ANNUAL REPORT | | |
| | How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit:www.proxyvote.com,or scan the QR Barcode below. | |
| | | |
| | How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | |
| | | 1) | BY INTERNET: | www.proxyvote.com | |
| | | 2) | BY TELEPHONE: | 1-800-579-1639 | |
| | | 3) | BY E-MAIL*: | sendmaterial@proxyvote.com | |
| | * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow(located on the following page) in the subject line. | |
| | | |
| | Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before November 23, 2018 to facilitate timely delivery. | |
| | | |
How To Vote
Please Choose One of the Following Voting Methods | |  |
| | | |
| | Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. | |
| | | |
| | Vote By Internet:Go towww.proxyvote.comor from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow(located on the following page) available and follow the instructions. | |
| | | |
| | Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. | |
| | | |
| | Shareholder Meeting Registration:To vote and/or attend the meeting, go to the “Register for Meeting” link at www.proxyvote.com. | |
| | | |
E50783-P11589
| | | | |
| Voting Items | |
| The Board of Directors recommends you vote FOR the following proposals: |
| 1. | Election of Directors to serve until the next Annual General Meeting of the Shareholders |
| | |
| | Nominees: |
| | |
| | 1a. | Richard H. Anderson |
| | | |
| | 1b. | Craig Arnold |
| | | |
| | 1c. | Scott C. Donnelly |
| | | |
| | 1d. | Randall J. Hogan III |
| | | |
| | 1e. | Omar Ishrak |
| | | |
| | 1f. | Michael O. Leavitt |
| | | |
| | 1g. | James T. Lenehan |
| | | |
| | 1h. | Elizabeth Nabel, M.D. |
| | | |
| | 1i. | Denise M. O’Leary |
| | | |
| | 1j. | Kendall J. Powell |
| | |
| | | |
| | |
| | |
| | |
| | |
| | |
| 2. | To ratify, in a non-binding vote, the re-appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2019 and authorize the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration. |
| | |
| 3. | To approve in a non-binding advisory vote, named executive officer compensation (a “Say-on-Pay” vote). |
| | | |
| NOTE: | In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the Annual General Meeting and any adjournment or postponement thereof. |
E50784-P11589
E50785-P11589
 | 2018 Annual Meeting December 7, 2018 |
Important proxy voting material is ready for your action.This email represents the following share(s):
Three
Ways to Vote
 Now via ProxyVote
 At the Meeting
 By Phone 1.800.690.6903
|  Vote By
December 6, 2018 11:59 P.M. ET
For shares held in a Plan, vote by
December 4, 2018 11:59 P.M. ET
|
| | |
| | Control Number: 0123456789012345 |
Vote by December 4, 2018 11:59 PM ET for shares held through the Medtronic Savings and Investment Plan and the Medtronic Puerto Rico Employees' Savings and Investment Plan.
To access ProxyVote.com, you will need the control number identified above and your four digit PIN:
* If you are a Medtronic plc employee and have a U.S. social security number, this PIN is the last four digits of your social security number.
* If you are a Medtronic plc employee and do not have a U.S. social security number, this PIN is the last four digits of your Employee Identification number. If you do not know your Employee Identification number, please contact your HR representative.
* If you are a shareholder who consented to receive proxy materials electronically,
the PIN is the four digit number you selected at the time of your enrollment.
* If you do not know your PIN, please follow the instructions on the ProxyVote web page.
Important
Materials
Proxy Statement
Annual Report
For holders as of October 9, 2018
