8-K

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:  May 7, 2015

(Date of earliest event reported)

ST. JUDE MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Commission File Number:  1-12441

Minnesota	41-1276891
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

One St. Jude Medical Drive
St. Paul, Minnesota 55117
(Address of principal executive offices, including zip code)

(651) 756-2000(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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2015, at the 2015 Annual Meeting of Shareholders (the “Annual Meeting”) of St. Jude Medical, Inc. (the “Company”), the Company’s shareholders approved the Amended and Restated Management Incentive Compensation Plan (the “MICP”), which is intended to constitute a qualified performance-based compensation plan under Section 162(m) of the Internal Revenue Code of 1986, as amended.  On December 8, 2014, the Company’s Board of Directors approved an amendment to the MICP to reduce the maximum bonus amount that can be paid to any employee with respect to any one fiscal year to $5 million (the “Amendment,” and together with the MICP, the “Amended and Restated MICP”).  Prior to the Amendment, the maximum bonus amount payable under the MICP was the greater of $5 million or 1.5% of the Company’s consolidated after tax net profit.  The Amendment was adopted to set a firm cap on the amount of bonus that can be paid under the MICP in any year to any one employee, which the Company believes is responsive to and in the best interests of shareholders.  The purpose of the MICP is to attract, retain and reward highly qualified executives who are important to the Company’s success and to provide incentives relating directly to the financial performance and long-term growth of the Company.

This foregoing summary of the Amended and Restated MICP is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated MICP, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.  A more detailed summary of the Amended and Restated MICP can be found in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 25, 2015.

Item 5.07  Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of St. Jude Medical, Inc. was held on May 7, 2015.  The final voting results on each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting are set forth below:

(1) A proposal to elect two members to the Company’s Board of Directors for terms ending in 2018.  The shareholders elected each of the nominees to the Board of Directors with the following votes:

Director	Votes For	Votes Against	Abstentions	Broker Non- Votes
John W.Brown	222,777,913	2,376,687	661,057	25,042,716
Daniel J. Starks	218,229,195	6,439,180	1,147,282	25,042,716

(2) A non-binding proposal to approve the compensation of the Company’s named executive officers.  The proposal was approved and received the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
214,652,739	10,409,592	753,326	25,042,716

(3) A proposal to approve the St. Jude Medical, Inc. Amended and Restated Management Incentive Compensation Plan.  The proposal was approved and received the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
221,487,692	3,554,403	773,562	25,042,716

(4) A proposal to amend the Company’s Articles of Incorporation and Bylaws to declassify the Board of Directors. The proposal was not approved and received the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
218,297,077	6,820,076	698,504	25,042,716

As disclosed in the Company’s 2015 Notice of Annual Meeting and Proxy Statement, the affirmative vote of at least 80% of the votes entitled to be cast at the Annual Meeting by holders of all outstanding shares of the Company’s common stock was required to approve the proposal to declassify the Company’s Board of Directors.  On the record date for the Annual Meeting, there were 280,122,034 shares of the Company’s common stock outstanding.

(5) A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015.  The proposal was approved and received the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
222,251,034	27,968,561	638,778

(6)  A shareholder proposal requesting that the Board of Directors adopt, and present for shareholder approval, a proxy access bylaw.  The proposal was approved and received the following votes.  Proxy access continues to be an evolving issue in corporate governance and the Board of Directors will carefully consider the shareholder vote and ongoing developments in the corporate governance community with respect to this topic.

Votes For	Votes Against	Abstentions	Broker Non-Votes
163,144,486	61,864,087	807,084	25,042,716

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 St. Jude Medical, Inc. Amended and Restated Management Incentive Compensation Plan.

SIGNATURE

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.

ST. JUDE MEDICAL, INC.
By:	/s/ Jason Zellers
	Jason Zellers
	Vice President, General Counsel and Corporate Secretary

Date: May 8, 2015

EX-10.1

Exhibit 10.1

ST. JUDE MEDICAL, INC.

AMENDED AND RESTATED

MANAGEMENT INCENTIVE COMPENSATION PLAN

(AS ADOPTED ON DECEMBER 8, 2014)

TABLE OF CONTENTS

Section 1.	Purpose		1
Section 2.	Definitions		1
Section 3.	Eligibility		2
Section 4.	Administration		2
	(a)	Timing of Designations	2
	(b)	Adjustments	2
	(c)	Certifications	2
Section 5.	Financial Performance Goals		2
Section 6.	Payment of Incentive Compensation; Nonassignability		3
Section 7.	No Right To Continued Employment		3
Section 8.	Amendment and Termination		4
Section 9.	Shareholder Approval of Plan		4

ST. JUDE MEDICAL, INC.

AMENDED AND RESTATED
MANAGEMENT INCENTIVE COMPENSATION PLAN
(AS ADOPTED ON DECEMBER 8, 2014)

Section 1.Purpose.

The Plan is designed to attract, retain and reward highly qualified executives who are important to the Company’s success and to provide incentives relating directly to the financial performance and long-term growth of the Company.

Section 2.Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Board” shall mean the Board of Directors of St. Jude Medical, Inc.

(b)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(c)“Committee” shall mean the Compensation Committee of the Board or any successor committee of the Board designated by the Board to administer the Plan.  Each member of the Committee shall be an “outside director” within the meaning of Section 162(m) of the Code.

(d)“Company” shall mean St. Jude Medical, Inc., a Minnesota corporation, or any successor corporation and any other corporation in which St. Jude Medical, Inc. controls, directly or indirectly, 50% or more of the combined voting power of all classes of voting securities.

(e)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(f)“Executive Officer” shall mean any officer of the Company subject to the reporting requirements of Section 16 of the Exchange Act.

(g)“Incentive Compensation” shall mean the cash incentive awarded to a Participant pursuant to terms and conditions of the Plan.

(h)“Participant” shall mean any Executive Officer and any other employee or class of management employees of the Company as may be designated by the Committee.

(i)“Plan” shall mean this St. Jude Medical, Inc. Management Incentive Compensation Plan, as amended from time to time.

(j)“Salary” shall mean the direct gross (as opposed to taxable) compensation earned by the Participant as base salary during the fiscal year, excluding any and all commissions, bonuses, incentive payments payable during the fiscal year, and other similar payments.

Section 3.Eligibility.

Each fiscal year, the Committee shall designate those employees of the Company, including Executive Officers, who are eligible to receive Incentive Compensation under this Plan for the fiscal year.

Section 4.Administration.

The awards under the Plan shall be based on the attainment of financial performance goals for the fiscal year, as determined for each Participant by the Committee. From time to time, the Committee may designate an award granted pursuant to the Plan as an award of “qualified performance-based compensation” within the meaning of Section 162(m) of the Code (a “Qualified Performance Award”).  The Committee shall administer the Plan and shall have full power and authority necessary to construe, interpret and administer the Plan to comply with the requirements of Section 162(m) of the Code. The Committee’s decisions shall be final, conclusive, and binding upon all persons.  Except with respect to Incentive Compensation payable to Executive Officers or any other employee who is a “covered employee” within the meaning of Section 162(m) of the Code, the Committee may delegate the establishment of performance goals, and the general powers of the Committee described above with respect to the Plan, to the Chief Executive Officer of the Company.

(a)Timing of Designations.  Not later than 90 days after the beginning of a fiscal year, the Committee shall: (i) determine the percentage of the Participant’s Salary that may be awarded as Incentive Compensation for the fiscal year, up to a maximum award under the Plan of $5,000,000; (ii) determine the Participants eligible to participate in the Plan for the fiscal year; (iii) determine financial performance goals as set forth in Section 5 herein for each Participant on which Incentive Compensation will be paid; (iv) determine each Participant’s Incentive Compensation for the fiscal year; and (v) determine the frequency at which each Participant’s Incentive Compensation will be paid when attained.

(b)Adjustments.  Notwithstanding any provision of the Plan to the contrary, the Committee in its sole discretion may adjust the amount payable pursuant to an award; provided, however, that (1) the Committee may adjust downwards (but not upwards) the amount payable pursuant to a Qualified Performance Award, and (2) the Committee may not waive the achievement of the applicable performance goals established for a fiscal year with respect to a Qualified Performance Award, except in the case of the death or disability of the Participant or a change in control of the Company.

(c)Certifications.  The Committee shall certify in writing prior to commencement of payment of the Incentive Compensation that the performance goal or goals under which the Incentive Compensation is to be paid has or have been achieved.

Section 5.Financial Performance Goals.

With respect to any Participant who is an Executive Officer or a “covered employee” within the meaning of section 162(m) of the Code, the Committee shall establish performance

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goals based on net earnings; operating earnings or income; earnings growth; net income; cash flow (including operating cash flow, free cash flow, discounted cash flow return on investment, and cash flow in excess of cost of capital); earnings per share; earnings per share growth; stock price; total shareholder return; absolute and/or relative return on common shareholders equity; return on shareholders equity; return on capital; return on assets; economic value added (income in excess of cost of capital); independent customer satisfaction studies or indices; expense reduction; sales; ratio of operating expenses to operating revenues; market share; or the expenses or profitability of the Company or any division or subsidiary; or any combination of such goals for the fiscal year, or a portion thereof. For employees other than Executive Officers, subjective, individual performance goals may also be established. Any performance goal shall be established in a manner such that a third party having knowledge of the relevant performance results could calculate the amount to be paid to the Participant. Any such goal shall be established when the outcome of the goal is substantially uncertain. The Incentive Compensation may be paid in whole or in part upon the attainment of any one of the goals. Any performance goals that relate to Qualified Performance Awards shall comply with the applicable requirements of Section 162(m) of the Code and any regulations promulgated thereunder. To the extent consistent with Section 162(m) of the Code, the Committee may, when it establishes performance goals, also specify whether or not the applicable performance goals will be applied on a pre- or post-tax basis and whether or not the applicable performance goals will be adjusted to include or exclude objectively determinable components of any performance goals, including, without limitation, special charges such as restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles.

With respect to any Participant other than an Executive Officer or any other employee who is a “covered employee” within the meaning of Section 162(m) of the Code, the Committee may establish performance goals based on criteria other than the financial performance of the Company specified above.

Section 6.Payment of Incentive Compensation; Nonassignability.

The Incentive Compensation shall be paid only upon certification of the attainment of the pre-established performance goals by the Committee. Such Incentive Compensation shall be paid within 90 days of the end of the fiscal year, but any Participant who is eligible to participate in the Company’s deferred compensation plan may elect to defer part or all of such Incentive Compensation under such plan. No Incentive Compensation or any other benefit under the Plan shall be assignable or transferable by the Participant during the Participant’s lifetime.

Section 7.No Right To Continued Employment.

Nothing in the Plan shall confer upon any employee any right to continue in the employ of the Company or shall interfere with or restrict in any way the right of the Company to discharge an employee at any time for any reason whatsoever, with or without cause.

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Section 8.Amendment and Termination.

The Committee may amend, modify, suspend or terminate the Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law.  The Committee will seek shareholder approval of any amendment determined to require shareholder approval or to be advisable under the regulations of the Internal Revenue Service or other applicable law or regulation.

Section 9.Shareholder Approval of Plan.

Any Qualified Performance Award shall be null and void and have no effect whatsoever unless the Plan shall have been approved by the shareholders of the Company at the Company’s 2015 Annual Meeting of Shareholders.  The Plan must be re-approved by shareholders no later than the first shareholder meeting that occurs in 2020 (i.e., the fifth year following the year in which the shareholders previously approved the Plan).  No Qualified Performance Award shall be granted after such meeting of shareholders unless the shareholders have re-approved the Plan.

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