Date of Report (Date of earliest event reported):October 15, 2026
_____________________________
Medtronic plc
(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.)
Building Two
Parkmore Business Park West
Galway, Ireland
(Address of principal executive offices) (Zip Code)
+3531438-1700
(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
1.125% Senior Notes due 2027
MDT/27
New York Stock Exchange
0.375% Senior Notes due 2028
MDT/28
New York Stock Exchange
3.000% Senior Notes due 2028
MDT/28A
New York Stock Exchange
3.650% Senior Notes due 2029
MDT/29
New York Stock Exchange
2.950% Senior Notes due 2030
MDT/30
New York Stock Exchange
1.625% Senior Notes due 2031
MDT/31
New York Stock Exchange
1.000% Senior Notes due 2031
MDT/31A
New York Stock Exchange
3.125% Senior Notes due 2031
MDT/31B
New York Stock Exchange
0.750% Senior Notes due 2032
MDT/32
New York Stock Exchange
3.375% Senior Notes due 2034
MDT/34
New York Stock Exchange
3.875% Senior Notes due 2036
MDT/36
New York Stock Exchange
2.250% Senior Notes due 2039
MDT/39A
New York Stock Exchange
1.500% Senior Notes due 2039
MDT/39B
New York Stock Exchange
1.375% Senior Notes due 2040
MDT/40A
New York Stock Exchange
4.150% Senior Notes due 2043
MDT/43A
New York Stock Exchange
4.200% Senior Notes due 2045
MDT/45
New York Stock Exchange
1.750% Senior Notes due 2049
MDT/49
New York Stock Exchange
1.625% Senior Notes due 2050
MDT/50
New York Stock Exchange
4.150% Senior Notes due 2053
MDT/53
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 15, 2026, the Board of Directors (the "Board") of Medtronic plc (the “Company”) approved the appointment of Michael Marinaro, Executive Vice President and President, Medical Surgical Portfolio, Americas, and Global Commercial Operations to the role of President, Medtronic, effective October 14, 2026. In this expanded role, Mr. Marinaro will continue with his current responsibilities, in addition to exercising oversight responsibility for the Company’s Greater China operations, which will continue to be managed locally by Alex Gu, Senior Vice President and President, Greater China. Mr. Marinaro will continue to report to Geoffrey S. Martha, who will continue to serve as the Company’s Chairman of the Board of Directors and Chief Executive Officer.
In connection with Mr. Marinaro’s appointment as President, Medtronic, the Compensation and Talent Committee (the "Committee") of the Board approved changes to his compensation, including an increase in Mr. Marinaro's annual base salary to $1,000,000 for all of fiscal year 2027. Mr. Marinaro's target annual incentive opportunity under the Medtronic Incentive Plan will continue to equal 100% of his annual base salary. In addition, the Committee approved supplemental fiscal year 2027 long-term incentive awards with an aggregate target value of approximately $3.25 million, consisting of (i) a performance share unit award with a target value of $1.625 million, (ii) a stock option award with a grant date value of $975,000 and (iii) a restricted stock unit award with a value of $650,000, each to be granted on November 2, 2026 pursuant to the Company’s 2021 Medtronic plc Long-Term Incentive Plan (the "Plan"). The performance share unit award will vest on April 27, 2029 based on the Company’s fiscal year 2027 through fiscal year 2029 performance. The stock option award will vest in four equal annual installments beginning August 3, 2027, and will have a ten-year term. The restricted stock unit award will vest in full on August 3, 2029. The awards are subject to the terms and conditions of the applicable award agreements and the Plan.
Item 5.07.
Submission of Matters to a Vote of Security Holders
On October 15, 2026, the Company held its Annual General Meeting in order to: (1) elect, by separate resolutions, twelve directors, each to hold office until the 2027 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 2027 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, the compensation of the Company's named executive officers; (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 21, 2026, the record date for the Annual General Meeting, 1,279,980,861 Company ordinary shares, par value $0.0001 per share (“ordinary shares”), were outstanding and entitled to vote. The holders of a total of 1,116,484,432 ordinary shares were present at the Annual General Meeting, either in person or by proxy, constituting 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 2027 Annual General Meeting of the Company and until his or her successor is elected, as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
Craig Arnold
836,722,939
162,390,057
2,507,270
114,864,166
Scott C. Donnelly
936,917,038
64,069,780
633,448
114,864,166
Lidia L. Fonseca
951,681,008
48,656,066
1,283,192
114,864,166
John P. Groetelaars
945,082,041
55,865,998
672,227
114,864,166
Randall J. Hogan, III
957,360,867
43,601,371
658,028
114,864,166
William R. Jellison
992,612,800
8,359,017
648,449
114,864,166
Joon S. Lee, M.D.
990,968,796
10,046,047
605,423
114,864,166
Gregory P. Lewis
983,300,542
17,675,905
643,819
114,864,166
Kevin E. Lofton
990,233,684
10,780,071
606,511
114,864,166
Geoffrey S. Martha
932,823,586
65,265,168
3,531,512
114,864,166
Elizabeth G. Nabel, M.D.
948,053,173
53,008,869
558,224
114,864,166
Kendall J. Powell
883,777,900
116,166,175
1,676,191
114,864,166
2. The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2027 and authorized, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.
FOR
AGAINST
ABSTAIN
1,008,390,318
107,394,197
699,917
3. The shareholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
936,336,164
62,496,763
2,787,339
114,864,166
4. The shareholders approved renewal of the Board’s authority to issue shares under Irish law.
FOR
AGAINST
ABSTAIN
1,100,821,210
14,299,857
1,363,365
5. The shareholders approved renewal of the Board’s authority to opt out of pre-emption rights under Irish law.
FOR
AGAINST
ABSTAIN
1,036,661,831
75,816,920
4,005,681
6. The shareholders authorized the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.
FOR
AGAINST
ABSTAIN
1,081,959,682
31,665,910
2,858,840
Item 7.01.
Regulation FD Disclosure
On October 15, 2026, the Company announced that the exchange offer relating to the separation of MiniMed Group, Inc. had settled and that the separation was complete. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cover Page Interactive Data File (embedded with the Inline XBRL document)
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 plc
Date: October 19, 2026
By
/s/ Michelle Quinn
Michelle Quinn
Executive Vice President, General Counsel and Corporate Secretary