Current Report Filing (8-k)
December 14 2016 - 5:20PM
Edgar (US Regulatory)
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 8, 2016
Medtronic Public Limited Company
(Exact name of Registrant as Specified in its Charter)
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Ireland
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1-36820
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98-1183488
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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20 On Hatch, Lower Hatch Street, Dublin 2, Ireland
(Address of principal executive offices)
+353 1 438-1700
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As previously announced, effective as of June 20, 2016, Gary L. Ellis ceased serving as the Executive Vice President and Chief Financial Officer of Medtronic
plc, a public limited company organized under the laws of Ireland (the Company). Since June 20, 2016, Mr. Ellis has served as Executive Vice President of Global Operations and Information Technology. Mr. Ellis intends to retire from the
Company effective as of December 31, 2016.
In connection with Mr. Elliss retirement, on December 8, 2016, the Company agreed to the terms of a
Consulting Agreement with Mr. Ellis (the Consulting Agreement) pursuant to which he will serve as a consultant to the Company from January 1, 2017 until December 31, 2017 (the Term). Mr. Ellis will provide advice as to
Company matters of which he has special knowledge arising from his duties as former Chief Financial Officer and former Executive Vice President of Global Operations and Information Technology (Services). During the Term, the Company will
pay Mr. Ellis $3,520 for each day that Mr. Ellis provides Services. The Consulting Agreement
includes cooperation, non-disparagement, non-competition and non-solicitation covenants. The Consulting Agreement may be terminated by either party
with written notice, without further obligation or liability.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 9, 2016, the Company, held its 2016 Annual General Meeting of Shareholders in order to: (1) elect twelve directors, each to hold office
until the 2017 Annual General Meeting of the Company and until his or her successor is elected; (2) ratify the re-appointment of PricewaterhouseCoopers LLP as the Companys independent auditor for fiscal year 2017 and authorize the
Companys Board of Directors (the Board), acting through the Audit Committee, to set the auditors remuneration; (3) approve, in a non-binding advisory vote, named executive officer compensation (Say-on-Pay);
(4) amend the Companys Articles of Association to implement Proxy Access; (5)(A) amend the Companys Articles of Association to make certain administrative amendments, and (B) amend the Companys Memorandum
of Association to make certain administrative amendments; and (6) amend the Companys Articles of Association to clarify the Boards sole authority to determine its size within the fixed limits in the Articles of Association.
At the close of business on October 11, 2016 the record date of the Annual General Meeting, 1,378,940,304 Company ordinary shares were outstanding and
entitled to vote. The holders of a total of 1,208,040,648 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:
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1.
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The shareholders elected each of the twelve nominees to the Board of Directors, to hold office until the 2017 Annual General Meeting of the Company and until his or her successor is elected, as follows:
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For
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For
(Percent
of Votes
Cast)
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Against
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Against
(Percent
of Votes
Cast)
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Abstain
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Broker Non-
Vote
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Richard H. Anderson
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1,067,971,573
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96.89
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34,281,872
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3.11
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2,583,380
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103,203,823
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Craig Arnold
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1,080,981,436
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97.89
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23,274,069
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2.11
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581,320
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103,203,823
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Scott C. Donnelly
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1,082,294,896
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98.01
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21,958,132
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1.99
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583,797
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103,203,823
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Randall Hogan, III
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1,101,408,567
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99.74
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2,840,854
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0.26
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587,404
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103,203,823
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Omar Ishrak
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1,069,260,294
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97.12
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31,754,967
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2.88
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3,821,564
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103,203,823
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Shirley Ann Jackson, Ph.D.
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1,087,924,750
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98.52
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16,352,910
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1.48
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559,165
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103,203,823
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Michael O. Leavitt
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1,094,305,380
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99.10
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9,932,519
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0.90
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598,926
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103,203,823
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James T. Lenehan
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1,100,951,777
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99.70
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3,294,074
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0.30
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590,974
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103,203,823
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Elizabeth Nabel, M.D.
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1,096,394,966
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99.28
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7,896,358
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0.72
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545,501
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103,203,823
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Denise M. OLeary
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1,074,775,040
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97.33
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29,506,533
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2.67
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555,252
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103,203,823
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Kendall J. Powell
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1,013,662,915
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91.80
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90,588,399
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8.20
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585,511
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103,203,823
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Robert C. Pozen
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1,095,422,010
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99.20
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8,802,354
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0.80
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612,461
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103,203,823
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2.
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The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent auditor for fiscal year 2017 and authorized the Companys Board of Directors, acting through the Audit
Committee, to set the auditors remuneration.
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Votes
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Percent of Votes
Cast
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For
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1,195,630,567
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99.05
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Against
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11,464,635
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0.95
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Abstain
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945,446
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N/A
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Broker Non-Vote
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N/A
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N/A
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3.
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The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Companys named executive officers.
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Votes
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Percent of Votes
Cast
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For
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1,049,442,733
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95.16
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Against
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53,397,893
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4.84
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Abstain
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1,996,199
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N/A
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Broker Non-Vote
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103,203,823
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N/A
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4.
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The shareholders approved an amendment to the Companys Articles of Association to implement Proxy Access.
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Votes
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Percent of Votes
Cast
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For
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1,021,882,502
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92.64
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Against
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81,235,760
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7.36
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Abstain
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1,718,563
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N/A
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Broker Non-Vote
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103,203,823
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N/A
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5A.
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The shareholders approved amendments to the Companys Articles of Association to make administrative amendments.
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Votes
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Percent of Votes
Cast
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For
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1,199,008,221
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99.68
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Against
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3,831,475
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0.32
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Abstain
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5,200,952
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N/A
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Broker Non-Vote
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N/A
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N/A
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5B.
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The shareholders approved amendments to the Companys Memorandum of Association to make administrative amendments.
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Votes
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Percent of Votes
Cast
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For
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1,199,084,480
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99.69
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Against
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3,778,380
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0.31
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Abstain
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5,177,788
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N/A
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Broker Non-Vote
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N/A
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N/A
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6.
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The shareholders approved amendments to the Companys Articles of Association to clarify the Boards sole authority to determine its size within the fixed limits in the Articles of Association.
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Votes
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Percent of Votes
Cast
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For
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1,193,767,005
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99.21
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Against
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9,561,701
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0.79
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Abstain
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4,711,942
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N/A
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Broker Non-Vote
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N/A
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N/A
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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.
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MEDTRONIC PUBLIC LIMITED COMPANY
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By
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/s/ Bradley E. Lerman
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Date: December 14, 2016
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Bradley E. Lerman
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Senior Vice President, General Counsel and Corporate Secretary
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