0001613103D02 XH02false00016131032024-02-132024-02-130001613103us-gaap:CommonStockMember2024-02-132024-02-130001613103mdt:SeniorNotes2019Due2025Member2024-02-132024-02-130001613103mdt:SeniorNotes2020Due2025Member2024-02-132024-02-130001613103mdt:SeniorNotes2022Due2025Member2024-02-132024-02-130001613103mdt:SeniorNotes2019Due2027Member2024-02-132024-02-130001613103mdt:SeniorNotes2020Due2028Member2024-02-132024-02-130001613103mdt:SeniorNotes2022Due2028Member2024-02-132024-02-130001613103mdt:SeniorNotes2019Due20311.625PercentMember2024-02-132024-02-130001613103mdt:SeniorNotes2019Due20311.00PercentMember2024-02-132024-02-130001613103mdt:SeniorNotes2022Due2031Member2024-02-132024-02-130001613103mdt:SeniorNotes2020Due2032Member2024-02-132024-02-130001613103mdt:SeniorNotes2022Due2034Member2024-02-132024-02-130001613103mdt:SeniorNotes2019Due20392.250PercentMember2024-02-132024-02-130001613103mdt:SeniorNotes2019Due20391.50PercentMember2024-02-132024-02-130001613103mdt:SeniorNotes2020Due2040Member2024-02-132024-02-130001613103mdt:SeniorNotes2019Due2049Member2024-02-132024-02-130001613103mdt:SeniorNotes2020Due2050Member2024-02-132024-02-13
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): February 13, 2024
_____________________________
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) (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 |
Ordinary shares, par value $0.0001 per share | MDT | New York Stock Exchange |
0.250% Senior Notes due 2025 | MDT/25 | New York Stock Exchange |
0.000% Senior Notes due 2025 | MDT/25A | New York Stock Exchange |
2.625% Senior Notes due 2025 | MDT/25B | 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 |
3.000% Senior Notes due 2028 | MDT/28A | New York Stock Exchange |
1.625% Senior Notes due 2031 | MDT/31 | New York Stock Exchange |
1.000% Senior Notes due 2031 | MDT/31A | New York Stock Exchange |
3.125% Senior Notes due 2031 | MDT/31B | New York Stock Exchange |
0.750% Senior Notes due 2032 | MDT/32 | New York Stock Exchange |
3.375% Senior Notes due 2034 | MDT/34 | New York Stock Exchange |
2.250% Senior Notes due 2039 | MDT/39A | New York Stock Exchange |
1.500% Senior Notes due 2039 | MDT/39B | New York Stock Exchange |
1.375% Senior Notes due 2040 | MDT/40A | New York Stock Exchange |
1.750% 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 2.02. | Results of Operations and Financial Condition |
On February 20, 2024, Medtronic plc, a public limited company organized under the laws of Ireland, issued a press release announcing its third quarter fiscal year 2024 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.
| | | | | |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As referenced in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K, the Company announced on February 20, 2024 its decision to wind down and exit the ventilator business and combine the remaining businesses within its Patient Monitoring and Respiratory Interventions operating units into a single operating unit. These operational changes will result in the elimination of the position of Executive Vice President and President of Medtronic’s Medical Surgical Portfolio, currently held by Robert J. White. Mr. White will leave the Company effective April 26, 2024, and because Mr. White’s separation from Medtronic constitutes a termination without cause, Mr. White will receive severance payments and benefits consistent with Medtronic’s severance practices for executive officers, as described in Medtronic’s 2023 Proxy Statement filed with the Securities and Exchange Commission on August 11, 2023.
(d) List of Exhibits | | | | | | | | |
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/ Karen L. Parkhill |
Date: February 20, 2024 | | | | | | Karen L. Parkhill |
| | | | | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | | | | | | | |
Exhibit Number | | Description |
| |
| | |
104 | | Cover Page Interactive Data File (embedded with the Inline XBRL document). |