Medtronic Inc. (MDT) filed a Form 8K - Changes in Company
Executive Management - with the U.S Securities and Exchange
Commission on January 26, 2015.
On January 26, 2015, Richard H. Anderson, Scott C. Donnelly,
Omar Ishrak, Shirley Ann Jackson, Michael O. Leavitt, James T.
Lenehan, Elizabeth G. Nabel, Denise M. O'Leary, Kendall J. Powell,
Robert C. Pozen and Preetha Reddy notified Medtronic of their
decisions to resign from the Board of Directors of Medtronic (the
"Medtronic Board"), effective immediately. None of these
resignations was a result of any disagreement with Medtronic, its
management or the Medtronic Board or any matter relating to
Medtronic's operations, policies or practices.
Further, two directors were appointed to the Medtronic Board on
January 26, 2015, effective immediately:
Gary L. Ellis, age 57, has been Executive Vice President and
Chief Financial Officer of Medtronic since April 2014. Prior to
that, he was Senior Vice President and Chief Financial Officer from
May 2005 to April 2014; Vice President, Corporate Controller and
Treasurer from October 1999 to May 2005 and Vice President and
Corporate Controller from August 1994 to October 1999. Mr. Ellis
joined Medtronic in 1989 as Assistant Corporate Controller and was
promoted to Vice President of Finance for Medtronic Europe in 1992,
until being named as Corporate Controller in 1994. Mr. Ellis is a
member of the board of directors of The Toro Company and past
chairman of the American Heart Association.
Bradley E. Lerman, age 57, joined Medtronic in May 2014 as
Senior Vice President, General Counsel and Corporate Secretary.
Prior to joining Medtronic, he was Executive Vice President,
General Counsel, and Corporate Secretary at Federal National
Mortgage Association (Fannie Mae) from October 2012 to May 2014;
Senior Vice President and Chief Litigation Counsel at Pfizer Inc.
from January 2009 to September 2012; Partner at Winston &
Strawn from August 1998 to January 2009; partner at Kirkland &
Ellis from March 1996 to July 1998; Associate Independent Counsel
from October 1994 to March 1996; and Assistant U.S. Attorney in the
Northern District of Illinois from February 1986 to September
1994.
There are no arrangements or understandings between any director
and any other person pursuant to which such director was selected
as a director, other than the provisions of the Transaction
Agreement relating to the appointment of directors.
Benefit Plans and Employment Agreements Amended and Assumed
In connection with the completion of the Transactions, and
effective as of January 26, 2015, the New Medtronic Board approved
amendments to the following plans to provide for the assumption of
each of the following plans by New Medtronic and for Medtronic
Common Shares underlying awards under such plans to be replaced
with New Medtronic shares on a one-for-one basis, in accordance
with and subject to the terms of the Transaction Agreement:
Medtronic, Inc. 2014 Amended and Restated Employees Stock
Purchase Plan,
Medtronic, Inc. 2013 Stock Award and Incentive Plan,
Medtronic, Inc. 2008 Stock Award and Incentive Plan,
Medtronic, Inc. 2003 Long-Term Incentive Plan,
Medtronic, Inc. Kyphon Inc. 2002 Stock Plan,
Medtronic, Inc. 1998 Outside Director Stock Compensation
Plan,
Medtronic, Inc. 1994 Stock Award Plan,
Medtronic, Inc. 1979 Restricted Stock and Performance Share
Award Plan,
Medtronic, Inc. 1979 Nonqualified Stock Option Plan,
Medtronic, Inc. Capital Accumulation Plan Deferral Program
and
Israeli Amendment to the Amended and Restated 2013 Stock Award
and Incentive Plan.
In connection with the completion of the Transactions, and
effective as of January 26, 2015, the New Medtronic Board approved
amendments to the following plans, contracts or arrangements to
provide for the assumption of each plan by New Medtronic:
Medtronic, Inc. Incentive Plan and
Medtronic, Inc. Supplemental Executive Retirement Plan.
In connection with the completion of the Transactions, and
effective as of January 26, 2015, the New Medtronic Board approved
amendments to the following plans, contracts or arrangements to
take into account, in the applicable definitions of "Change of
Control," the structure of New Medtronic following the consummation
of the Transactions:
Form of Change of Control Employment Agreement for Medtronic
Executive Officers and
Change of Control Severance Plan Section 16B Officers.
Such plans, contracts or arrangements, as amended as described
herein, are attached hereto as Exhibits 10.1 to 10.15 and are
incorporated herein by reference.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/64670/000119312515020707/d858380d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/64670/000119312515020707/0001193125-15-020707-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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