Medtronic plc

10/21/2024 | Press release | Distributed by Public on 10/21/2024 14:22

Proxy Results Form 8 K

Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 17, 2024, the Company held its 2024 Annual General Meeting of Shareholders in order to: (1) elect, by separate resolutions, ten directors, each to hold office until the 2025 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 2025 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 August 23, 2024, the record date of the Annual General Meeting, 1,282,467,348 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,118,364,589 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 ten nominees to the Board of Directors, to hold office until the 2025 Annual General Meeting of the Company and until his or her successor is elected, as follows:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTE
Craig Arnold
952,980,300
45,113,878
1,927,552
118,342,859
Scott C. Donnelly
964,223,711
34,734,436
1,063,583
118,342,859
Lidia L. Fonseca
983,895,789
15,081,990
1,043,951
118,342,859
Andrea J. Goldsmith, Ph.D.
994,796,259
4,135,950
1,089,521
118,342,859
Randall J. Hogan, III
992,550,812
6,398,816
1,072,102
118,342,859
Gregory P. Lewis
985,323,082
13,626,512
1,072,136
118,342,859
Kevin E. Lofton
990,923,667
8,030,691
1,067,372
118,342,859
Geoffrey S. Martha
943,041,061
53,318,321
3,662,348
118,342,859
Elizabeth G. Nabel, M.D.
966,622,750
32,366,858
1,032,122
118,342,859
Kendall J. Powell
906,406,435
91,375,803
2,239,492
118,342,859
2. The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as Medtronic's independent auditor for fiscal year 2025 and to authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor's remuneration.
FOR
AGAINST
ABSTAIN
1,008,653,733
107,729,791
1,981,065
3. The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company's named executive officers.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
924,541,222
70,301,925
5,178,583
118,342,859
4. The shareholders approved renewal of the Board's authority to issue shares.
FOR
AGAINST
ABSTAIN
1,094,709,167
17,315,138
6,340,284
5. The shareholders approved renewal of the Board's authority to opt out of pre-emption rights.
FOR
AGAINST
ABSTAIN
1,042,690,218
68,667,595
7,006,776
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
1,086,792,639
27,683,267
3,888,683