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): December 9, 2020
_____________________________
Medtronic Public Limited Company
(Exact Name of Registrant as Specified in its Charter)
_____________________________
| | | | | | | | | | | | | | |
| | | | |
| 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)
+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 |
| Ordinary Shares, $0.0001 par value per share | MDT | New York Stock Exchange |
| Floating Rate Senior Notes due 2021 | MDT/21 | New York Stock Exchange |
| 0.00% Senior Notes due 2022 | MDT/22B | New York Stock Exchange |
| 0.375% Senior Notes due 2023 | MDT/23B | New York Stock Exchange |
| 0.000% Senior Notes due 2023 | MDT/23C | New York Stock Exchange |
| 0.25% Senior Notes due 2025 | MDT/25 | New York Stock Exchange |
| 0.000% Senior Notes due 2025 | MDT/25A | 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 |
| 1.625% Senior Notes due 2031 | MDT/31 | New York Stock Exchange |
| 1.00% Senior Notes due 2031 | MDT/31A | New York Stock Exchange |
| 0.750% Senior Notes due 2032 | MDT/32 | New York Stock Exchange |
| 2.250% Senior Notes due 2039 | MDT/39A | New York Stock Exchange |
| 1.50% Senior Notes due 2039 | MDT/39B | New York Stock Exchange |
| 1.375% Senior Notes due 2040 | MDT/40A | New York Stock Exchange |
| 1.75% Senior Notes due 2049 | MDT/49 | New York Stock Exchange |
| 1.625% Senior Notes due 2050 | MDT/50 | 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. ☐
| | | | | |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 09, 2020, Michael J. Coyle notified Medtronic Public Limited Company (the “Company”) that he would be retiring as the Company’s Executive Vice President and President, Cardiovascular Portfolio, effective December 31, 2020.
| | | | | |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On December 11, 2020, Medtronic plc, a public limited company organized under the laws of Ireland (the “Company”), held its 2020 Annual General Meeting of Shareholders in order to: (1) elect, by separate resolutions, twelve directors, each to hold office until the 2021 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 2021 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 October 15, 2020, the record date of the Annual General Meeting, 1,345,239,472 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,155,207,258 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 twelve nominees to the Board of Directors, to hold office until the 2021 Annual General Meeting of the Company and until his or her successor is elected, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For | | For (Percent of Votes Cast) | | Against | | Against (Percent of Votes Cast) | | Abstain | | Broker Non-Vote |
| Richard H. Anderson | | 970,524,752 | | 93.630% | | 66,026,670 | | 6.370% | | 2,966,120 | | 115,689,716 |
| Craig Arnold | | 1,023,126,829 | | 98.515% | | 15,422,624 | | 1.485% | | 968,089 | | 115,689,716 |
| Scott C. Donnelly | | 1,003,269,647 | | 96.598% | | 35,330,535 | | 3.402% | | 917,360 | | 115,689,716 |
| Andrea J. Goldsmith, Ph.D. | | 1,034,836,578 | | 99.624% | | 3,905,019 | | 0.376% | | 775,945 | | 115,689,716 |
| Randall J. Hogan, III | | 1,012,086,266 | | 97.448% | | 26,504,473 | | 2.552% | | 926,803 | | 115,689,716 |
| Michael O. Leavitt | | 1,019,110,953 | | 98.127% | | 19,448,520 | | 1.873% | | 958,069 | | 115,689,716 |
| James T. Lenehan | | 995,852,056 | | 96.075% | | 40,679,072 | | 3.925% | | 2,986,414 | | 115,689,716 |
| Kevin E. Lofton | | 1,036,854,816 | | 99.835% | | 1,715,940 | | 0.165% | | 946,786 | | 115,689,716 |
| Geoffrey S. Martha | | 971,226,971 | | 94.037% | | 61,587,610 | | 5.963% | | 6,702,961 | | 115,689,716 |
| Elizabeth G. Nabel, M.D. | | 1,037,429,259 | | 99.873% | | 1,322,146 | | 0.127% | | 766,137 | | 115,689,716 |
| Denise M. O’Leary | | 981,659,682 | | 94.696% | | 54,982,953 | | 5.304% | | 2,874,907 | | 115,689,716 |
| Kendall J. Powell | | 888,051,028 | | 85.677% | | 148,461,395 | | 14.323% | | 3,005,119 | | 115,689,716 |
2. The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2021 and authorized, in a binding vote, the Company’s Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.
| | | | | | | | | | | | | | |
| | Votes | | Percent of Votes Cast |
| For | | 1,090,245,797 | | 94.465% |
| Against | | 63,879,176 | | 5.535% |
| Abstain | | 1,082,285 | | |
| Broker Non-Vote | | NA | | |
3. The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers.
| | | | | | | | | | | | | | |
| | Votes | | Percent of Votes Cast |
| For | | 949,563,754 | | 91.727% |
| Against | | 85,645,061 | | 8.273% |
| Abstain | | 4,308,727 | | |
| Broker Non-Vote | | 115,689,716 | | |
4. The shareholders approved renewal of the Board’s authority to issue shares.
| | | | | | | | | | | | | | |
| | Votes | | Percent of Votes Cast |
| For | | 1,027,827,893 | | 98.980% |
| Against | | 10,595,010 | | 1.020% |
| Abstain | | 1,094,639 | | |
| Broker Non-Vote | | 115,689,716 | | |
5. The shareholders approved renewal of the Board’s authority to opt out of pre-emption rights.
| | | | | | | | | | | | | | |
| | Votes | | Percent of Votes Cast |
| For | | 1,029,046,766 | | 99.223% |
| Against | | 8,054,099 | | 0.777% |
| Abstain | | 2,416,677 | | |
| Broker Non-Vote | | 115,689,716 | | |
6. The shareholders approved authorization of the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.
| | | | | | | | | | | | | | |
| | Votes | | Percent of Votes Cast |
| For | | 1,021,355,109 | | 98.598% |
| Against | | 14,527,390 | | 1.402% |
| Abstain | | 3,635,043 | | |
| Broker Non-Vote | | 115,689,716 | | |
| | | | | |
| Item 7.01 | Regulation FD Disclosure |
On December 14, 2020, the Company issued a press release announcing the appointment, effective January 1, 2021, of Sean Salmon to succeed Michael J. Coyle as Executive Vice President and President of Medtronic’s Cardiovascular Portfolio. In addition, the Company announced that Mr. Salmon will continue to lead the Company’s Diabetes Operating Unit. These leadership changes become effective on January 1, 2021. A copy of the press release is furnished with this Form 8-K as Exhibit 99.1. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
| | | | | |
| Exhibit Number | Description |
| |
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 PUBLIC LIMITED COMPANY |
| | | |
| Date: December 14, 2020 | | | | By | | /s/ Bradley E. Lerman |
| | | | | | Bradley E. Lerman |
| | | | | | Senior Vice President, General Counsel and Corporate Secretary |
