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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): October 19, 2023
 _____________________________ 
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
0.250% 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
1.000% 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
1.500% Senior Notes due 2039MDT/39BNew York Stock Exchange
1.375% Senior Notes due 2040MDT/40ANew York Stock Exchange
1.750% 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Approval of a Medtronic plc 2024 Employee Stock Purchase Plan; Termination of Medtronic plc 2014 Amended and Restated Employees Stock Purchase Plan
On June 22, 2023, the Board of Directors (the “Board”) of Medtronic plc, a public limited company organized under the laws of Ireland (the “Company”) adopted the Medtronic plc 2024 Employee Stock Purchase Plan (the “2024 Plan”), subject to shareholder approval. The 2024 Plan was approved by the Company’s shareholders at the 2023 Annual General Meeting of Shareholders on October 19, 2023, as further described in Item 5.07 below.
Thirty million (30,000,000) ordinary shares are available for purchase under the 2024 Plan, and the first purchase period thereunder will begin on January 1, 2024. The 2024 Plan replaces the Medtronic plc 2014 Amended and Restated Employees Stock Purchase Plan (the “2014 Plan”), which was scheduled to expire at the end of December 2024. The 2014 Plan will be terminated immediately following the issuance of ordinary shares under the 2014 Plan to employees who participated in the purchase period ending December 31, 2023, and no new purchase periods under the 2014 Plan will commence after December 31, 2023.
A description of the material terms of the 2024 Plan is set forth under Proposal 4 of the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 11, 2023. The description of the 2024 Plan contained herein does not purport to be complete and is qualified in its entirety by reference to the 2024 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders
On October 19, 2023, the Company held its 2023 Annual General Meeting of Shareholders in order to: (1) elect, by separate resolutions, eleven directors, each to hold office until the 2024 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 2024 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) approve the Company’s 2024 Employee Stock Purchase Plan; (5) renew the Board’s authority to issue shares; (6) renew the Board’s authority to opt out of pre-emption rights; and (7) 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 25, 2023, the record date of the Annual General Meeting, 1,330,533,713 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,164,166,966 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 2024 Annual General Meeting of the Company and until his or her successor is elected, as follows:
FORAGAINSTABSTAINBROKER
NON-VOTE
Craig Arnold1,015,233,89225,512,208864,144122,556,722
Scott C. Donnelly1,018,729,27322,005,182875,789122,556,722
Lidia L. Fonseca1,030,005,37610,764,094840,774122,556,722
Andrea J. Goldsmith, Ph.D.1,037,783,3553,012,368814,521122,556,722
Randall J. Hogan, III1,033,959,1726,777,548873,524122,556,722
Gregory P. Lewis1,038,301,9122,429,576878,756122,556,722
Kevin E. Lofton1,037,666,7913,071,498871,955122,556,722
Geoffrey S. Martha977,213,74255,960,3048,436,198122,556,722
Elizabeth G. Nabel, M.D.1,008,532,04332,262,805815,396122,556,722
Denise M. O’Leary933,231,586107,195,2871,183,371122,556,722
Kendall J. Powell938,167,830102,221,7851,220,629122,556,722


2. The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2024 and authorized, in a binding vote, the Company’s Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.
FORAGAINSTABSTAIN
1,060,656,333101,691,3271,819,306
3. The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers.
FORAGAINSTABSTAINBROKER NON-VOTE
968,139,09968,905,2234,565,922122,556,722
4. The shareholders approved the Company's 2024 Employee Stock Purchase Plan.
FORAGAINSTABSTAINBROKER NON-VOTE
1,033,704,0013,320,0104,586,233122,556,722
5. The shareholders approved renewal of the Board’s authority to issue shares.
FORAGAINSTABSTAIN
1,145,356,73716,259,0982,551,131
6. The shareholders approved renewal of the Board’s authority to opt out of pre-emption rights.
FORAGAINSTABSTAIN
1,090,829,83170,342,4422,994,693
7. The shareholders approved authorization of the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.
FORAGAINSTABSTAIN
1,107,883,51752,096,1464,187,303
Item 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit NumberDescription
104Cover Page Interactive Data File (embedded within 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
Date: October 23, 2023  By /s/ Ivan K. Fong
   Ivan K. Fong
   
Executive Vice President, General Counsel and Secretary