Results

Medtronic plc

10/21/2025 | Press release | Distributed by Public on 10/21/2025 14:17

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03. Amendments to Articles of Incorporation or Bylaws
As disclosed in Proposals 7 and 9 of the definitive proxy statement of Medtronic plc ("Medtronic" or the "Company"), as filed with the Securities and Exchange Commission on August 25, 2025 (the "Proxy Statement"), in connection with the Company's 2025 Annual General Meeting of Shareholders held on October 16, 2025 (the "Annual General Meeting"), the Company submitted for shareholder approval certain amendments to the Company's Memorandum and Articles of Association (the "Articles of Association"). The amendments (i) make certain clarificatory modifications to Article 177 to authorize the Board of Directors to capitalize certain of the Company's non-distributable reserves to facilitate the creation of additional distributable reserves (Proposal 7); and (ii) update the Company's advance notice provisions (Proposal 9). The Company's shareholders approved the amendments to the Articles of Association at the Annual General Meeting, each of which became effective October 16, 2025.
The descriptions of the amendments to the Articles of Association are qualified in their entirety by reference to the full text of the Amended and Restated Memorandum and Articles of Association, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders
On October 16, 2025, the Company held its Annual General Meeting in order to: (1) elect, by separate resolutions, twelve directors, each to hold office until the 2026 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 2026 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; (6) authorize the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares; (7) approve an amendment to Article 177 of the Company's Articles of Association, to facilitate the capitalization of certain of the Company's non-distributable reserves; (8) approve a capital reduction to create distributable reserves under Irish Law; and (9) approve an amendment to the Company's Articles of Association to update the advance notice provisions.
At the close of business on August 22, 2025, the record date of the Annual General Meeting, 1,282,616,011 Company ordinary shares, par value $0.0001 per share ("ordinary shares"), were outstanding and entitled to vote. The holders of a total of 1,109,198,321 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, by separate resolutions, each of the twelve nominees to the Board of Directors to hold office until the 2026 Annual General Meeting of the Company and until his or her successor is elected, as follows:
FOR AGAINST ABSTAIN BROKER
NON-VOTE
Craig Arnold 860,168,749 129,336,374 2,085,906 117,607,292
Scott C. Donnelly 953,977,029 36,527,587 1,086,413 117,607,292
Lidia L. Fonseca 957,039,072 32,793,740 1,758,217 117,607,292
John P. Groetelaars 977,157,923 13,337,052 1,096,054 117,607,292
Randall J. Hogan, III 974,218,474 16,327,778 1,044,777 117,607,292
William R. Jellison 984,922,865 5,565,192 1,102,972 117,607,292
Joon S. Lee, M.D. 984,707,922 5,824,405 1,058,702 117,607,292
Gregory P. Lewis 972,648,057 17,845,085 1,097,887 117,607,292
Kevin E. Lofton 979,276,656 11,217,586 1,096,787 117,607,292
Geoffrey S. Martha 928,147,564 62,347,780 1,095,685 117,607,292
Elizabeth G. Nabel, M.D. 941,510,879 49,104,608 975,542 117,607,292
Kendall J. Powell 890,393,677 98,996,461 2,200,891 117,607,292
2. The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as Medtronic's independent auditor for fiscal year 2026 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
1,006,339,555 101,786,497 1,072,269
3. The shareholders approved, in a non-binding advisory vote, the compensation awarded to the Company's named executive officers.
FOR AGAINST ABSTAIN BROKER NON-VOTE
925,151,188 64,820,280 1,619,561 117,607,292
4. The shareholders approved renewal of the Board's authority to issue shares under Irish law.
FOR AGAINST ABSTAIN
1,088,658,571 18,920,739 1,619,011
5. The shareholders approved renewal of the Board's authority to opt out of pre-emption rights under Irish law.
FOR AGAINST ABSTAIN
1,035,397,744 71,865,014 1,935,563
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
1,079,159,483 26,833,237 3,205,601
7. The shareholders approved an amendment to Article 177 of the Company's Articles of Association, to facilitate the capitalization of certain of the Company's non-distributable reserves.
FOR AGAINST ABSTAIN BROKER NON-VOTE
988,783,308 1,421,542 1,386,179 117,607,292
8. The shareholders approved a Capital Reduction to Create Distributable Reserves under Irish Law.
FOR AGAINST ABSTAIN
1,104,381,417 2,641,267 2,175,637
9. The shareholders approved amendments to the Company's Articles of Association to update the advance notice provisions.
FOR AGAINST ABSTAIN BROKER NON-VOTE
984,572,748 5,648,332 1,369,949 117,607,292
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