UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2011
COVIDIEN PUBLIC LIMITED COMPANY
(Exact Name of Registrant as Specified in Charter)
| Ireland | 001-33259 | 98-0624794 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
20 on Hatch, Lower Hatch Street
Dublin 2, Ireland
(Address of Principal Executive Offices, including Zip Code)
+353 (1) 438-1700
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Company’s Annual General Meeting of Shareholders on March 15, 2011, the shareholders
| • | elected all eleven of the Company’s nominees for director; |
| • | appointed Deloitte and Touche LLP to serve as the Company’s independent auditors for the fiscal year ending September 30, 2011 and authorized the Audit Committee to set the auditors’ remuneration; |
| • | authorized the Company to effect a one-for-one hundred reverse split followed by a one hundred-for-one forward split of the Company’s ordinary shares; |
| • | approved, on an advisory basis, the compensation of the Company’s named executive officers described in the proxy statement; and |
| • | recommended that future shareholder advisory votes on executive compensation be held annually. |
Shares were voted on these proposals as follows:
Proposals 1(a)-(k). To re-elect eleven (11) directors to hold office until the Company’s next Annual General Meeting of Shareholders:
| Nominees |
For | Against | Abstain | Broker Non Votes |
||||||||||||||
| (a) | Craig Arnold |
401,963,769 | 355,779 | 589,738 | 31,611,064 | |||||||||||||
| (b) | Robert H. Brust |
400,639,097 | 416,450 | 1,853,739 | 31,611,064 | |||||||||||||
| (c) | John M. Connors, Jr. |
396,165,573 | 6,463,923 | 279,790 | 31,611,064 | |||||||||||||
| (d) | Christopher J. Coughlin |
396,731,287 | 5,582,214 | 595,785 | 31,611,064 | |||||||||||||
| (e) | Timothy M. Donahue |
399,516,958 | 1,542,485 | 1,849,843 | 31,611,064 | |||||||||||||
| (f) | Kathy J. Herbert |
396,270,930 | 6,371,736 | 266,620 | 31,611,064 | |||||||||||||
| (g) | Randall J. Hogan, III |
401,912,953 | 400,688 | 595,645 | 31,611,064 | |||||||||||||
| (h) | Richard J. Meelia |
394,202,676 | 7,690,213 | 1,016,397 | 31,611,064 | |||||||||||||
| (i) | Dennis H. Reilley |
402,014,091 | 613,806 | 281,389 | 31,611,064 | |||||||||||||
| (j) | Tadataka Yamada |
402,335,542 | 304,832 | 268,912 | 31,611,064 | |||||||||||||
| (k) | Joseph A. Zaccagnino |
401,944,408 | 683,956 | 280,922 | 31,611,064 | |||||||||||||
Proposal 2. Appointment of Deloitte & Touche LLP as the independent auditors of the Company for the fiscal year ending September 30, 2011 and authorization of the Audit Committee to set the auditors’ remuneration:
| For | Against | Abstain | Broker Non Vote | |||
| 432,252,587 | 1,949,159 | 318,604 | 0 |
Proposal 3. To authorize the Company to effect a one-for-one hundred reverse split followed by a one hundred-for-one forward split of the Company’s ordinary shares:
| For | Against | Abstain | Broker Non Vote | |||
| 425,728,517 | 7,995,927 | 795,906 | 0 |
Proposal 4. To approve, on an advisory basis, the compensation of the Company’s named executive officers described in the Proxy Statement:
| For | Against | Abstain | Broker Non Vote | |||
| 374,361,353 | 27,180,066 | 1,367,867 | 31,611,064 |
Proposal 5. To approve, on an advisory basis, the frequency of future advisory votes on executive compensation:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non Vote | ||||
| 304,296,449 | 1,821,705 | 94,933,503 | 1,857,629 | 31,611,064 |
In light of the voting results with respect to Proposal 5, the frequency of shareholder votes on executive compensation, Covidien’s Board of Directors has decided that Covidien will hold an annual advisory vote on the compensation of named executive officers until the next required vote on the frequency of shareholder votes on the compensation of executives. Covidien is required to hold votes on frequency every six years.
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.
| COVIDIEN PUBLIC LIMITED COMPANY | ||
| By: | /s/ John W. Kapples | |
| John W. Kapples | ||
| Vice President and Corporate Secretary | ||
Date: March 18, 2011