SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 21, 2020
Medtronic Public Limited Company
(Exact name of Registrant as Specified in its Charter)
|Ireland|| ||1-36820|| ||98-1183488|
(State or other jurisdiction
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)
|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|
|Floating Rate Notes due 2021||MDT/21||New York Stock Exchange|
|0.000% Senior Notes due 2021||MDT/21A||New York Stock Exchange|
|0.000% Senior Notes due 2022||MDT/22B||New York Stock Exchange|
|0.375% Senior Notes due 2023||MDT/23B||New York Stock Exchange|
|0.25% Senior Notes due 2025||MDT/25||New York Stock Exchange|
|1.125% Senior Notes due 2027||MDT/27||New York Stock Exchange|
|1.625% Senior Notes due 2031||MDT/31||New York Stock Exchange|
|1.00% Senior Notes due 2031||MDT/31A||New York Stock Exchange|
|2.250% Senior Notes due 2039||MDT/39A||New York Stock Exchange|
|1.50% Senior Notes due 2039||MDT/39B||New York Stock Exchange|
|1.75% Senior Notes due 2049||MDT/49||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. ☐
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 21, 2020, the Board of Directors (the “Board”) of Medtronic plc (the “Company”) increased the size of the Board from 12 to 13 and appointed Kevin E. Lofton as a new director of the Company, in each case effective as of September 15, 2020. Mr. Lofton has been appointed to serve on the Audit, Compensation and Quality committees of the Board.
In connection with his appointment to the Board, pursuant to the Company’s non-employee director compensation policy, Mr. Lofton will be eligible to receive an annual cash retainer and a director equity grant, in each case as described under “Corporate Governance—Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 14, 2020. The Company intends to file a revised Definitive Proxy Statement to include Mr. Lofton as a nominee for election to the Board by a vote of the Company’s shareholders at the Company’s 2020 Annual General Meeting.
There were no arrangements or understandings between Mr. Lofton and any other persons pursuant to which he was selected as a director, and neither Mr. Lofton nor any of his immediate family has been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
A press release announcing Mr. Lofton’s appointment was issued on August 24, 2020. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Financial Statements and Exhibits.
(d) List of Exhibits
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|
|Date: August 24, 2020 || || ||By|| ||/s/ Bradley E. Lerman |
| || || ||Bradley E. Lerman |
| || || |
Senior Vice President, General Counsel and Corporate Secretary