UNITES 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): August 25, 2010

Medtronic, Inc.

(Exact name of Registrant as Specified in its Charter)

Minnesota
(State or other jurisdiction of
incorporation) 1-7707
(Commission File Number) 41-0793183
(IRS Employer Identification No.)

710 Medtronic Parkway Minneapolis, Minnesota
(Address of principal executive offices) 55432
(Zip Code)

(Registrant’s telephone number, including area code): (763) 514-4000

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders

The 2010 Annual Meeting of Shareholders of Medtronic, Inc. (the “Company”) was held on August 25, 2010. The votes cast with respect to each item of business properly presented at the meeting are as follows:

• The shareholders elected each of the eleven nominees to the Board of Directors to serve for one-year terms, as follows:

	For		Withheld		Broker Non-Vote
Richard H. Anderson		743,672,849		35,078,312		113,412,983
David L. Calhoun		766,362,255		12,388,906		113,412,983
Victor J. Dzau, M.D.		734,410,650		44,340,511		113,412,983
William A. Hawkins		755,617,537		23,133,624		113,412,983
Shirley A. Jackson, Ph.D.		727,081,711		51,669,450		113,412,983
James T. Lenehan		769,249,828		9,501,333		113,412,983
Denise M. O’Leary		768,744,219		10,006,942		113,412,983
Kendall J. Powell		687,568,627		91,182,534		113,412,983
Robert C. Pozen		769,429,700		9,321,461		113,412,983
Jean-Pierre Rosso		739,819,376		38,931,785		113,412,983
Jack W. Schuler		683,440,303		95,310,858		113,412,983

• The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.

For	884,655,376
Against	6,750,379
Abstain	748,389
Broker Non-Vote	N/A

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, INC.
	By /s/ Gary L. Ellis
Date: August 31, 2010	Gary L. Ellis
	Senior Vice President and Chief Financial Officer