Form 8-K - Current report

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): January 17, 2025

_____________________________

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)

+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
0.250% Senior Notes due 2025	MDT/25	New York Stock Exchange
0.000% Senior Notes due 2025	MDT/25A	New York Stock Exchange
2.625% Senior Notes due 2025	MDT/25B	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
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
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.

Appointment of Thierry Pieton as Chief Financial Officer of Medtronic plc

On January 21, 2025, Medtronic plc (Company) announced the appointment of Thierry Pieton, age 54, as the Company’s Executive Vice President and Chief Financial Officer (CFO), effective as of March 3, 2025 (Effective Date).

Thierry Pieton is a global finance executive with experience across many of the world's most operationally-focused companies and industries, including almost 16 years within the General Electric (GE) group of companies. Mr. Pieton began his career as an auditor at PricewaterhouseCoopers (PwC) before moving into finance business partner roles, first at GE Healthcare and then at GE. From GE, Mr. Pieton joined Nissan Motor Company in 2014 as its Senior Vice President, Administration & Finance for Europe. In 2016, Mr. Pieton moved to Renault, S. A., where he most recently served as Chief Financial Officer.

The Company has entered into a letter agreement (Agreement) with Mr. Pieton regarding the terms and conditions of his employment. Mr. Pieton’s initial annual base salary will be $850,000 and he will participate in the Medtronic Incentive Plan (MIP), with a target payout equal to 110% of his annual base salary for fiscal year 2025, prorated based on Mr. Pieton’s Effective Date. In addition, Mr. Pieton will participate in the Company’s 2021 Long-Term Incentive Plan (LTIP), with awards to be granted as of the Effective Date, with an aggregate target value of $2 million for fiscal year 2025, consisting of: (i) a $1 million target performance share unit (PSU) award under the FY2025-FY2027 PSU plan established by the Compensation Committee of the Board of Directors of the Company (Compensation Committee), (ii) a stock option with a targeted grant date fair value of $600,000, vesting in 25% increments beginning on the first anniversary of the grant date, and (iii) a restricted stock unit (RSU) award with a targeted grant date value of $400,000, vesting 100% on the third anniversary of the grant date. Future MIP and LTIP awards will be considered on a full annual basis by the Compensation Committee.

To compensate Mr. Pieton for foregone compensation at his prior employer, he will receive a $3 million cash bonus, payable in three equal installments with the first installment payable within 30 calendar days of the Effective Date, the second installment payable on the one year anniversary of the Effective Date, and the third installment payable on the date 18 months following the Effective Date (in each case subject to the Company’s standard clawback policy). To compensate Mr. Pieton for unvested equity compensation foregone at his prior employer, the Company will grant a one-time RSU award (the New Hire RSU) on the Effective Date. The New Hire RSU will have a grant date value of $2.5 million with the number of shares to be calculated based on the market closing price of Company stock on the grant date. The New Hire RSU will vest in 1/3 increments beginning on the first anniversary of the grant date. Mr. Pieton will be subject to the Company’s Stock Ownership Policy, requiring him to retain 50% of after-tax shares following settlement of equity compensation awards until he is able to maintain Company stock with a value equal to three times his annual salary.

The Agreement provides that Mr. Pieton will be entitled to certain relocation and commuter benefits, and an annual $24,000 allowance relating to automobile use, financial planning and other personal and job-related expenses, and that he will be eligible for the Company’s deferred compensation plan and employee health and welfare benefits commensurate with his job level. An additional contribution of 8% of base salary and actual MIP payout will be contributed annually to Mr. Pieton’s non-qualified deferred compensation program through his 62nd birthday (assuming continued employment).

Mr. Pieton’s employment will be on an at-will basis and may be terminated at any time by either party, provided that if the Company terminates Mr. Pieton’s employment without “cause” (as defined in the Company’s LTIP), and contingent upon Mr. Pieton signing and complying with a severance and release agreement, Mr. Pieton will be eligible for the Company’s Section 16 Officer severance plan as described in the Company’s most recent Proxy Statement on Schedule 14A filed on August 9, 2024 (Proxy Statement). The Company’s Section 16 Officer Change in Control Policy will also apply to Mr. Pieton, as described in the Proxy Statement. Mr. Pieton will enter into a standard Employee Agreement with the Company on the same form as all other officers, which contains provisions relating to confidentiality, post-employment restrictions and inventions, and Mr. Pieton’s equity grants will be governed by the Company’s standard forms of non-qualified stock option, PSU award, and RSU award agreements for executive officers.

There are no family relationships between Mr. Pieton and any director or executive officer of the Company that require disclosure under Item 401(d) of Regulation S-K. Other than his employment at the Company, there are no transactions between Mr. Pieton or any member of her immediate family, on the one hand, and the Company or any of its subsidiaries, on the other hand, that require disclosure under Item 404(a) of Regulation S-K. Furthermore, there are no arrangements or understandings between Mr. Pieton and any other persons pursuant to which Mr. Pieton was selected as the Company’s Executive Vice President and Chief Financial Officer.

Compensation of Interim Chief Financial Officer

On January 17, 2025, the Compensation Committee approved a one-time RSU grant to Gary Corona, Interim Chief Financial Officer, with a January 21, 2025 grant date, in the amount of $1,000,000 to recognize his leadership and contributions in this capacity. The RSUs will vest 100% on the one-year anniversary of the grant date. Mr. Corona will continue to serve as the Company’s Interim Chief Financial Officer until the Effective Date.


Item 9.01.			Exhibits.

(d) List of Exhibits


Exhibit Number						Description

99.1						Press release of Medtronic plc regarding CFO appointment, dated January 21, 2025.
104						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

/s/ Ivan K. Fong

Date: January 21, 2025

Ivan K. Fong

Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX


Exhibit Number						Description

99.1						Press release of Medtronic plc regarding CFO appointment, dated January 21, 2025.
104						Cover Page Interactive Data File (embedded with the Inline XBRL document).

NEWS RELEASE


			Contacts:

			Erika Winkels						Ryan Weispfenning
			Public Relations						Investor Relations
			+1-763-526-8478						+1-763-505-4626

FOR IMMEDIATE RELEASE

Medtronic appoints Thierry Piéton as Chief Financial Officer

GALWAY, Ireland – Date – Jan. 21, 2025 - / PRNewswire / - Medtronic plc (NYSE: MDT), a global leader in healthcare technology, today announced that Thierry Piéton has been appointed Chief Financial Officer for the company, effective March 3, 2025. He will report to Medtronic Chairman and Chief Executive Officer Geoff Martha and will join the Medtronic Executive Committee. Piéton joins Medtronic from Renault Group, where he has served as Chief Financial Officer since March 2022. Gary Corona, who has been serving as interim CFO, will continue in this role until Piéton joins Medtronic, after which Corona will become Senior Vice President, Corporate Finance and will remain on the Medtronic Executive Committee.

“Thierry is a strategic, creative, operationally focused, experienced CFO with a proven track record of delivering innovation-driven growth, margin improvement, and earnings power through strong financial leadership, which is directly aligned with our financial objectives,” said Geoff Martha, Medtronic chairman and chief executive officer. “We are confident he is the right choice at this important time for Medtronic and can’t wait to benefit from his expertise and leadership.”

Under Piéton’s leadership, Renault achieved its highest ever operating margins and improved free cash flow, while also executing portfolio management, including tuck-in acquisitions, divestitures, and funding development through innovative partnerships. This led to significant value creation for its shareholders. Piéton brings experience in both healthcare and other highly regulated, operationally focused manufacturing companies, including Nissan Motor Co. Ltd, General Electric, GE Healthcare and PricewaterhouseCoopers. His career path to CFO demonstrates intentional development through accretive experiences across several industries, geographies, companies, and all facets of a global finance function.

As CFO, Piéton will be responsible for leading the Medtronic global finance organization and key supporting functions, including Treasury, Controller, Tax, Internal Audit, Investor Relations, Corporate Strategy, and Business Development.

“I also want to recognize Gary Corona, who has served as interim CFO. Gary helped us deliver revenue growth and EPS that exceeded expectations in our first and second quarters and has provided strong leadership of our Finance function over the last six months. He will help ensure a smooth and successful transition, and I look forward to continuing to work with him in his new role leading several key Corporate finance functions,” said Martha.

About Medtronic

Bold thinking. Bolder actions. We are Medtronic. Medtronic plc, headquartered in Galway, Ireland, is the leading global healthcare technology company that boldly attacks the most challenging health problems facing humanity by searching out and finding solutions. Our Mission — to alleviate pain, restore health, and extend life — unites a global team of 95,000+ passionate people across more than 150 countries. Our technologies and therapies treat 70 health conditions and include cardiac devices, surgical robotics, insulin pumps, surgical tools, patient monitoring systems, and more. Powered by our diverse knowledge, insatiable curiosity, and desire to help all those who need it, we deliver innovative technologies that transform the lives of two people every second, every hour, every day. Expect more from us as we empower insight-driven care, experiences that put people first, and better outcomes for our world. In everything we do, we are engineering the extraordinary. For more information on Medtronic (NYSE: MDT), visit www.Medtronic.com and follow Medtronic on LinkedIn.

-end-

Cover	Jan. 17, 2025
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 17, 2025
Entity Incorporation, State or Country Code	L2
Entity File Number	1-36820
Entity Tax Identification Number	98-1183488
Entity Address, Address Line One	Building Two
Entity Address, Address Line Two	Parkmore Business Park West
Entity Address, City or Town	Galway
Entity Address, Country	IE
Country Region	353
City Area Code	1
Local Phone Number	438-1700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001613103
Entity Registrant Name	Medtronic plc
Entity Address, Postal Zip Code	H91 VY19
Amendment Flag	false
Ordinary shares, par value $0.0001 per share
Entity Information [Line Items]
Title of 12(b) Security	Ordinary shares, par value $0.0001 per share
Trading Symbol	MDT
Security Exchange Name	NYSE
0.250% Senior Notes due 2025
Entity Information [Line Items]
Title of 12(b) Security	0.250% Senior Notes due 2025
Trading Symbol	MDT/25
Security Exchange Name	NYSE
0.000% Senior Notes due 2025
Entity Information [Line Items]
Title of 12(b) Security	0.000% Senior Notes due 2025
Trading Symbol	MDT/25A
Security Exchange Name	NYSE
2.625% Senior Notes due 2025
Entity Information [Line Items]
Title of 12(b) Security	2.625% Senior Notes due 2025
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Security Exchange Name	NYSE
1.125% Senior Notes due 2027
Entity Information [Line Items]
Title of 12(b) Security	1.125% Senior Notes due 2027
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Security Exchange Name	NYSE
0.375% Senior Notes due 2028
Entity Information [Line Items]
Title of 12(b) Security	0.375% Senior Notes due 2028
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Security Exchange Name	NYSE
3.000% Senior Notes due 2028
Entity Information [Line Items]
Title of 12(b) Security	3.000% Senior Notes due 2028
Trading Symbol	MDT/28A
Security Exchange Name	NYSE
3.650% Senior Notes due 2029
Entity Information [Line Items]
Title of 12(b) Security	3.650% Senior Notes due 2029
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1.625% Senior Notes due 2031
Entity Information [Line Items]
Title of 12(b) Security	1.625% Senior Notes due 2031
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1.000% Senior Notes due 2031
Entity Information [Line Items]
Title of 12(b) Security	1.000% Senior Notes due 2031
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3.125% Senior Notes due 2031
Entity Information [Line Items]
Title of 12(b) Security	3.125% Senior Notes due 2031
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0.750% Senior Notes due 2032
Entity Information [Line Items]
Title of 12(b) Security	0.750% Senior Notes due 2032
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3.375% Senior Notes due 2034
Entity Information [Line Items]
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3.875% Senior Notes due 2036
Entity Information [Line Items]
Title of 12(b) Security	3.875% Senior Notes due 2036
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2.250% Senior Notes due 2039
Entity Information [Line Items]
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1.500% Senior Notes due 2039
Entity Information [Line Items]
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1.375% Senior Notes due 2040
Entity Information [Line Items]
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4.150% Senior Notes due 2043
Entity Information [Line Items]
Title of 12(b) Security	4.150% Senior Notes due 2043
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1.750% Senior Notes due 2049
Entity Information [Line Items]
Title of 12(b) Security	1.750% Senior Notes due 2049
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1.625% Senior Notes due 2050
Entity Information [Line Items]
Title of 12(b) Security	1.625% Senior Notes due 2050
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4.150% Senior Notes due 2053
Entity Information [Line Items]
Title of 12(b) Security	4.150% Senior Notes due 2053
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