Additional Proxy Soliciting Materials (definitive) (defa14a)
October 13 2020 - 06:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
☒ Filed by the
Registrant ☐ Filed by a Party other than the
Registrant
Check the appropriate box:
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☐
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Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
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☐
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Definitive Proxy Statement
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☒
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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MEDTRONIC
PLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☒
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
2020 Annual General Meeting to Be Held Virtually on December 11, 2020.
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MEDTRONIC PLC
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Meeting Information
Meeting Type: Annual General Meeting
For holders as of: October 15, 2020
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Date: December 11, 2020 Time: 9:00 AM U.S. Central
Time
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(3:00 PM Irish Time)
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Location: Meeting live via the Internet-please visit
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www.virtualshareholdermeeting.com/MDT2020.
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MEDTRONIC PLC
ATTN: MARCY CAMAROTTO
710 MEDTRONIC PARKWAY
MS LC300
MINNEAPOLIS, MN 55432-5604
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You are receiving this communication because you hold shares in
the company named above.
This is not a ballot. You cannot use
this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, or scan the QR
Barcode on the reverse side, or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side
of this notice to obtain
proxy materials and voting instructions.
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Before You Vote
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How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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PROXY
STATEMENT ANNUAL REPORT
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How to View Online:
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Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.
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How to Request and Receive a PAPER or E-MAIL Copy:
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If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the
following methods to make your request:
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1) BY INTERNET:
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www.proxyvote.com
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2) BY TELEPHONE:
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1-800-579-1639
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3) BY E-MAIL*:
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sendmaterial@proxyvote.com
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* If requesting materials
by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
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Requests, instructions and other inquiries sent
to this e-mail address will NOT be forwarded to your investment advisor.
Please make the request as instructed above on or before November 29, 2020 to facilitate
timely delivery.
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How To Vote
Please
Choose One of the Following Voting Methods
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Vote By Internet:
Before The Meeting:
Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
During The Meeting:
Go to www.virtualshareholdermeeting.com/MDT2020. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
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Vote By Mail: You can vote by mail by requesting a paper copy of the
materials, which will include a proxy card.
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Vote By Phone: To vote by telephone, go
to www.proxyvote.com to view the proxy materials and obtain the toll free number to call. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
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The Board of Directors recommends you vote FOR the following proposals:
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1.
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To elect, by separate resolutions, the twelve director nominees named in the proxy statement to hold office until the 2021
Annual General Meeting of the Company.
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Nominees:
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1a.
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Richard H. Anderson
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1b.
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Craig Arnold
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1c.
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Scott C. Donnelly
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1d.
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Andrea J. Goldsmith, Ph.D.
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1e.
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Randall J. Hogan, III
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1f.
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Michael O. Leavitt
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1g.
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James T. Lenehan
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1h.
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Kevin E. Lofton
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1i.
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Geoffrey S. Martha
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1j.
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Elizabeth G. Nabel, M.D.
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1k.
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Denise M. OLeary
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1l.
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Kendall J. Powell
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2.
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To ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Companys independent auditor
for fiscal year 2021 and to authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditors remuneration.
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3.
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To approve, in a non-binding advisory vote, named executive officer compensation (a Say-on-Pay
vote).
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4.
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To renew the Boards authority to issue shares.
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5.
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To renew the Boards authority to opt out of pre-emption rights.
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6.
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Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary
shares.
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7.
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Transacting any other business that may properly come before the
meeting.
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