Medtronic PLC (MDT) filed a Form 8K - Changes in Company
Executive Management - with the U.S Securities and Exchange
Commission on February 12, 2015.
(e) Compensatory Arrangements of Certain Officers
On February 12, 2015, with the approval of the Compensation
Committee of the Board of Directors of Medtronic plc (the "Company"
and the "Committee"), the Company entered into a letter agreement
(the "Letter Agreement") with Bryan Hanson regarding the terms and
conditions of his employment with the Company as Executive Vice
President and President, Covidien Business Group, which commenced
on January 26, 2015. Under the Letter Agreement, Mr. Hanson's
annual base salary will be $750,000, and he will be eligible for an
annual bonus with a target equal to 85% of his base salary.
Under the Letter Agreement, on February 18, 2015, Mr. Hanson
received sign-on stock option and RSU grants with a target grant
date value of $3,000,000, subject to certain vesting criteria.
Starting in fiscal year 2016, Mr. Hanson will be eligible to
participate in the Company's long-term incentive programs,
comprised of cash- and equity-based awards with a fiscal year 2016
target grant date value of $2,700,000. Under Letter Agreement, Mr.
Hanson will be eligible to participate in all savings and
retirement plans and welfare benefits that are generally made
available to other U.S.-based executives of the Company; however,
for the two-year period following January 26, 2015 (the date of the
consummation of the transactions contemplated by the transaction
agreement, dated as of June 15, 2014, among Medtronic, Inc.,
Covidien public limited company ("Covidien"), the Company (formerly
Kalani I Limited), Makani II Limited, Aviation Acquisition Co.,
Inc., and Aviation Merger Sub, LLC (the "Transactions")), Mr.
Hanson will continue to be covered by the Covidien Change in
Control Plan, and thereafter he will participate in the Company's
severance plans or policies.
In addition, under the Letter Agreement, Mr. Hanson will receive
a new hire bonus of $1,000,000 within 30 days following the
commencement of his employment with the Company. Mr. Hanson will be
an executive officer of the Company and will be subject to the
Company's stock ownership policies, which will require him to
maintain a certain ownership level of the Company's shares and
impose retention requirements on equity awards until the requisite
ownership requirements are satisfied.
The Company expects to file the Letter Agreements as an exhibit
to the Company's Quarterly Report on Form 10-Q for the quarter
ended January 23, 2015.
(e) Compensatory Arrangements of Certain Officers
Effective beginning with the fourth quarter of fiscal year 2015,
the target award levels under the Company's annual incentive plan
(the "MIP") are increased as follows for Gary L. Ellis and Omar
Ishrak:
Omar Ishrak 175% of annual base salary
Gary L. Ellis 120% of annual base salary
For periods before the fourth quarter of fiscal year 2015, the
applicable target percentages remain 140% for Mr. Ishrak and 90%
for Mr. Ellis. As a result of such change, Mr. Ishrak and Mr. Ellis
will receive pro-rated MIP awards based on the actual performance
of the Company for fiscal year end 2015 and the target incentive
opportunities for which they were eligible during each quarter of
fiscal year 2015.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1613103/000119312515054275/d875305d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1613103/000119312515054275/0001193125-15-054275-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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