UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 11, 2015
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MEDTRONIC PUBLIC LIMITED COMPANY
(Exact name of Registrant as Specified in its Charter)
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Ireland | 1-36820 | 98-1183488 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
20 On Hatch, Lower Hatch Street Dublin 2, Ireland | |
(Address of principal executive offices) | |
+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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 11, 2015, Medtronic plc, a public limited company organized under the laws of Ireland (the “Company”), held its 2015 Annual General Meeting of Shareholders in order to: (1) elect thirteen directors, each to hold office until the 2016 Annual General Meeting of the Company and until his or her successor is elected; (2) ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2016 and authorize the Company’s Board of Directors, acting through the Audit Committee, to set its remuneration; (3) approve, in a non-binding advisory vote, named executive officer compensation (“Say-on-Pay”); and (4) approve, in a non-binding advisory vote, the frequency with which the Say-on-Pay vote will occur.
At the close of business on October 12, 2015 the record date of the Annual General Meeting, 1,413,333,588 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,217,082,873 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:
1. | The shareholders elected each of the thirteen nominees to the Board of Directors to hold office until the 2016 Annual General Meeting of the Company and until his or her successor is elected, as follows: |
For | For (Percent of Votes Cast) | Against | Against (Percent of Votes Cast) | Abstain | Broker Non-Vote | ||||||||||
Richard H. Anderson | 1,081,473,251 | 97.08% | 32,525,378 | 2.92% | 3,442,822 | 99,641,422 | |||||||||
Craig Arnold | 1,103,054,987 | 98.89% | 12,334,433 | 1.11% | 2,052,031 | 99,641,422 | |||||||||
Scott C. Donnelly | 1,096,508,209 | 98.30% | 18,909,955 | 1.70% | 2,023,287 | 99,641,422 | |||||||||
Randall Hogan, III | 1,108,530,152 | 99.39% | 6,786,451 | 0.61% | 2,124,848 | 99,641,422 | |||||||||
Omar Ishrak | 1,081,490,913 | 97.12% | 32,090,966 | 2.88% | 3,859,572 | 99,641,422 | |||||||||
Shirley Ann Jackson, Ph.D. | 1,094,028,884 | 98.09% | 21,300,738 | 1.91% | 2,111,829 | 99,641,422 | |||||||||
Michael O. Leavitt | 1,101,193,176 | 98.73% | 14,147,132 | 1.27% | 2,101,143 | 99,641,422 | |||||||||
James T. Lenehan | 1,109,010,739 | 99.44% | 6,289,728 | 0.56% | 2,140,984 | 99,641,422 | |||||||||
Elizabeth Nabel, M.D. | 1,103,668,592 | 98.95% | 11,680,049 | 1.05% | 2,092,810 | 99,641,422 | |||||||||
Denise M. O’Leary | 1,090,307,061 | 97.75% | 25,064,352 | 2.25% | 2,070,038 | 99,641,422 | |||||||||
Kendall J. Powell | 1,030,937,910 | 92.74% | 80,755,803 | 7.26% | 5,747,738 | 99,641,422 | |||||||||
Robert C. Pozen | 1,104,946,523 | 99.07% | 10,398,126 | 0.93% | 2,096,802 | 99,641,422 | |||||||||
Preetha Reddy | 1,103,358,278 | 99.03% | 10,788,849 | 0.97% | 3,294,324 | 99,641,422 | |||||||||
2. | The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2016 and authorized the Company’s Board of Directors, acting through the Audit Committee, to set its remuneration. |
Votes | Percent of Votes Cast | |||
For | 1,201,564,423 | 98.82% | ||
Against | 14,352,339 | 1.18% | ||
Abstain | 1,166,111 | N/A | ||
Broker Non-Vote | N/A | N/A | ||
3. | The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers. |
Votes | Percent of Votes Cast | |||
For | 1,068,477,631 | 96.00% | ||
Against | 44,558,362 | 4.00% | ||
Abstain | 4,405,458 | N/A | ||
Broker Non-Vote | 99,641,422 | N/A | ||
4. | The shareholders approved, on a non-binding advisory basis, an annual frequency for Say-on-Pay votes. After considering the voting results on this matter and various other factors, the Company’s Board of Directors determined that the Company will hold future Say-on-Pay votes on an annual basis. These annual advisory votes will continue until the Company’s Board of Directors considers the results of the next shareholder advisory vote regarding the frequency with which Say-on-Pay votes should be held. |
Votes | Percent of Votes Cast | |||
1 Year | 993,891,875 | 89.43% | ||
2 Years | 3,812,071 | 0.34% | ||
3 Years | 113,650,181 | 10.23% | ||
Abstain | 6,087,324 | N/A | ||
Broker Non-Vote | 99,641,422 | N/A | ||
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 PUBLIC LIMITED COMPANY | |||
By | /s/ Bradley E. Lerman | ||
Date: December 15, 2015 | Bradley E. Lerman | ||
Senior Vice President, General Counsel and Corporate Secretary | |||