|Medtronic Proposes Proxy Access|
DUBLIN - March 17, 2016 - Medtronic plc (NYSE: MDT) will put forth a board proposal supporting the adoption of proxy access in its 2016 proxy statement. Proxy access would allow long-term shareholders the ability to nominate their own director candidates for election to the Board of Directors and have such director candidates included on the company's proxy card, along with any candidates nominated by the Board of Directors.
Pending shareholder approval, the board proposal to amend the company's Articles of Association would permit a shareholder, or a group of up to 20 shareholders, to nominate up to 20% of the Board of Directors; provided the nominating shareholder(s) and their nominees satisfy eligibility requirements specified in the company's Articles of Association. Nominating shareholders would be required to demonstrate economic ownership of at least 3% of Medtronic's outstanding voting shares continuously for at least 3 years.
"Our Board is pleased to propose the adoption of proxy access for our long term shareholders," said Omar Ishrak, chairman and CEO of Medtronic. "This decision reflects our Board's commitment to ensure strong corporate governance policies that align the interests of Medtronic and our investors."
Medtronic's board proposal will be voted on at the company's Annual General Meeting of Shareholders in December 2016. Additional details on the proxy access proposal will be provided in Medtronic's 2016 Proxy Statement, which the company intends to file with the SEC in the third calendar quarter of 2016.
Any forward-looking statements are subject to risks and uncertainties such as those described in Medtronic's periodic reports on file with the Securities and Exchange Commission. Actual results may differ materially from anticipated results.
Additional Information and Where to Find It
Shareholders will be able to obtain, free of charge, copies of the 2016 Proxy Statement, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the Company with the SEC in connection with the 2016 Annual General Meeting at the SEC's website (http://www.sec.gov), at the Company's website (www.medtronic.com) or by contacting Investor Relations at (763) 505-2692, by email at email@example.com, or by mail at Medtronic plc, Attn: Investor Relations, 710 Medtronic Parkway, Minneapolis, Minnesota 55432-5604.