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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): December 8, 2022
 _____________________________ 
Medtronic plc
(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 classTrading SymbolName of each exchange on which registered
Ordinary Shares, $0.0001 par value per shareMDTNew York Stock Exchange
0.375% Senior Notes due 2023MDT/23BNew York Stock Exchange
0.000% Senior Notes due 2023
MDT/23CNew York Stock Exchange
0.25% Senior Notes due 2025MDT/25New York Stock Exchange
0.000% Senior Notes due 2025MDT/25ANew York Stock Exchange
2.625% Senior Notes due 2025MDT/25BNew York Stock Exchange
1.125% Senior Notes due 2027MDT/27New York Stock Exchange
0.375% Senior Notes due 2028MDT/28New York Stock Exchange
3.000% Senior Notes due 2028MDT/28ANew York Stock Exchange
1.625% Senior Notes due 2031MDT/31New York Stock Exchange
1.00% Senior Notes due 2031MDT/31ANew York Stock Exchange
3.125% Senior Notes due 2031MDT/31BNew York Stock Exchange
0.750% Senior Notes due 2032MDT/32New York Stock Exchange
3.375% Senior Notes due 2034MDT/34New York Stock Exchange
2.250% Senior Notes due 2039MDT/39ANew York Stock Exchange
1.50% Senior Notes due 2039MDT/39BNew York Stock Exchange
1.375% Senior Notes due 2040MDT/40ANew York Stock Exchange
1.75% Senior Notes due 2049MDT/49New York Stock Exchange
1.625% Senior Notes due 2050MDT/50New 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 5.07Submission of Matters to a Vote of Security Holders
On December 8, 2022, Medtronic plc, a public limited company organized under the laws of Ireland (the “Company”), held its 2022 Annual General Meeting of Shareholders in order to: (1) elect, by separate resolutions, eleven directors, each to hold office until the 2023 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 2023 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 11, 2022, the record date of the Annual General Meeting, 1,330,070,251 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,160,421,233 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 eleven nominees to the Board of Directors, to hold office until the 2023 Annual General Meeting of the Company and until his or her successor is elected, as follows:

FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
Richard H. Anderson982,165,958 61,475,254 831,052 115,948,969 
Craig Arnold1,006,424,719 28,982,687 9,064,858 115,948,969 
Scott C. Donnelly1,023,458,233 20,095,049 918,982 115,948,969 
Lidia L. Fonseca1,027,825,711 15,881,098 765,455 115,948,969 
Andrea J. Goldsmith, Ph.D.1,040,386,088 3,158,654 927,522 115,948,969 
Randall J. Hogan, III1,034,757,456 8,853,730 861,078 115,948,969 
Kevin E. Lofton1,040,312,283 3,322,096 837,885 115,948,969 
Geoffrey S. Martha966,120,676 71,626,975 6,724,613 115,948,969 
Elizabeth G. Nabel, M.D.910,568,825 133,144,537 758,902 115,948,969 
Denise M. O’Leary953,636,260 89,936,614 899,390 115,948,969 
Kendall J. Powell939,339,071 104,313,760 819,433 115,948,969 

2. The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2023 and authorized, in a binding vote, the Company’s Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.
FOR
AGAINST
ABSTAIN
1,069,480,94589,379,6511,560,637
3. The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers.
FORAGAINST
ABSTAIN
BROKER NON-VOTE
972,415,70769,940,4892,116,068115,948,969



4. The shareholders approved renewal of the Board’s authority to issue shares.
FOR
AGAINST
ABSTAIN
1,146,144,00011,969,4712,307,762
5. The shareholders approved renewal of the Board’s authority to opt out of pre-emption rights.
FOR
AGAINST
ABSTAIN
1,136,000,20421,877,6122,543,417
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
1,129,189,14927,068,9534,163,131













































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
Date: December 12, 2022  By /s/ Ivan K. Fong
   Ivan K. Fong
   
Executive Vice President, General Counsel and Secretary