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UNITED 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): December 6, 2019
 _____________________________ 
Medtronic Public Limited Company
(Exact name of Registrant as Specified in its Charter)
  _____________________________ 
 
Ireland   1-36820   98-1183488
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

20 On Hatch, Lower Hatch Street
Dublin 2, Ireland
(Address of principal executive offices) (Zip Code)
+353 1 438-1700
(Registrant’s telephone number, including area code)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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












Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Ordinary shares, par value $0.0001 per share MDT New York Stock Exchange
Floating Rate Notes due 2021 MDT/21 New York Stock Exchange
0.000% Senior Notes due 2021 MDT/21A New York Stock Exchange
0.000% Senior Notes due 2022 MDT/22B New York Stock Exchange
0.375% Senior Notes due 2023 MDT/23B New York Stock Exchange
0.25% Senior Notes due 2025 MDT/25 New York Stock Exchange
1.125% Senior Notes due 2027 MDT/27 New York Stock Exchange
1.625% Senior Notes due 2031 MDT/31 New York Stock Exchange
1.00% Senior Notes due 2031 MDT/31A New York Stock Exchange
2.250% Senior Notes due 2039 MDT/39A New York Stock Exchange
1.50% Senior Notes due 2039 MDT/39B New York Stock Exchange
1.75% Senior Notes due 2049 MDT/49 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 6, 2019, Medtronic plc, a public limited company organized under the laws of Ireland (the “Company”), held its 2019 Annual General Meeting of Shareholders in order to: (1) elect, by separate resolutions, twelve directors, each to hold office until the 2020 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 2020 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 October 10, 2019, the record date of the Annual General Meeting, 1,340,697,277 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,151,013,397 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 twelve nominees to the Board of Directors, to hold office until the 2020 Annual General Meeting of the Company and until his or her successor is elected, as follows:



For

For (Percent of Votes Cast)

Against

Against (Percent of Votes Cast)

Abstain

Broker Non-Vote
Richard H. Anderson

995,874,634

95.111%

51,196,381

4.889%

1,055,224

102,887,158
Craig Arnold

1,035,460,046

98.895%

11,574,015

1.105%

1,092,178

102,887,158
Scott C. Donnelly   1,035,778,089

98.925%

11,259,117

1.075%

1,089,033

102,887,158
Andrea J. Goldsmith, Ph.D.   1,043,392,293

99.645%

3,717,627

0.355%

1,016,319

102,887,158
Randall J. Hogan, III   1,036,379,779

98.979%

10,689,476

1.021%

1,056,984

102,887,158
Omar Ishrak   1,009,343,358

96.442%

37,235,943

3.558%

1,546,938

102,887,158
Michael O. Leavitt

1,014,949,861

96.952%

31,907,309

3.048%

1,269,069

102,887,158
James T. Lenehan   1,017,933,383

97.218%

29,132,738

2.782%

1,060,118

102,887,158
Geoffrey S. Martha   1,034,802,903

98.827%

12,284,557

1.173%

1,038,779

102,887,158
Elizabeth G. Nabel, M.D.   1,043,417,576

99.647%

3,698,566

0.353%

1,010,097

102,887,158
Denise M. O’Leary

1,014,969,467

96.935%

32,094,685

3.065%

1,062,087

102,887,158
Kendall J. Powell

919,910,733

87.855%

127,168,236

12.145%

1,047,270

102,887,158

2. The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2020 and authorized, in a binding vote, the Company’s Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.



Votes

Percent of Votes Cast
For   1,100,550,567

95.712%
Against   49,301,779

4.288%
Abstain   1,161,051


Broker Non-Vote

NA








3. The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers.


Votes

Percent of Votes Cast
For   989,089,601

94.726%
Against   55,070,639

5.274%
Abstain   3,965,999


Broker Non-Vote   102,887,158



4. The shareholders approved renewal of the Board’s authority to issue shares.


Votes

Percent of Votes Cast
For   1,035,139,368

98.934%
Against   11,148,714

1.066%
Abstain   1,838,157


Broker Non-Vote   102,887,158



5. The shareholders approved renewal of the Board’s authority to opt out of pre-emption rights.


Votes

Percent of Votes Cast
For   1,037,396,782

99.278%
Against   7,547,943

0.722%
Abstain   3,181,514


Broker Non-Vote   102,887,158




6. The shareholders approved authorization of the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.


Votes

Percent of Votes Cast
For   1,036,866,078

99.271%
Against   7,610,336

0.729%
Abstain   3,649,825


Broker Non-Vote   102,887,158





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 PUBLIC LIMITED COMPANY
     
 





 Date: December 10, 2019   By
/s/ Bradley E. Lerman

    Bradley E. Lerman
      Senior Vice President, General Counsel and Corporate Secretary


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