SEC Filings

DEFR14A
MEDTRONIC PLC filed this Form DEFR14A on 10/11/2017
Entire Document
 

The table below reflects estimated payments for our NEOs as a result of the change of control agreements, assuming (1) the change of control occurred and (2) the Company terminates employment other than for cause or disability or the executive terminates employment for good reason, on April 28, 2017.

 

Name  Severance
Amount
(1)(2)(3)   Long-Term
Performance Plan
Payouts
(4)    Accelerated
Vesting of Stock
Options
(5)    Restricted
Stock Unit
Vesting
(6)    Present Value of
Increased Pension
Benefits
(7)    Other(8)    Total 
Omar Ishrak  $ 15,331,228                $8,833,334              $4,655,511    $ 13,992,350                    $689,779    $78,469    $ 43,580,671 
Karen L. Parkhill  $5,365,531    $1,000,000    $0    $5,379,348    $0    $ 137,544    $11,882,423 
Michael J. Coyle  $3,971,388    $2,583,336    $1,234,669    $7,736,768    $0    $350,043    $15,877,491 
Bryan C. Hanson  $5,692,176    $2,183,336    $1,132,787    $7,914,263    $0    $237,412    $17,159,974 
Rob ten Hoedt  $5,166,793    $1,533,336    $497,246    $2,995,307    $750,967    $417,957    $11,361,606 

 

(1) This amount includes three times the sum of (a) the executive’s base salary at the time of termination and (b) the greater of Fiscal Year 2017’s annual bonus or the average of the annual bonuses for the three most recently completed fiscal years.
(2) This amount has been reduced for Mr. Coyle so as to not incur excise taxes under Section 280G.
(3) This amount also includes the prorated value of the greater of Fiscal Year 2017’s annual bonus or the average of the annual bonuses for the three most recently completed fiscal years.
(4) This amount represents the unvested projected payments of the 2016-2018 LTPP and 2017-2019 LTPP.
(5) This amount represents the market gain (or intrinsic value) of unvested options as of April 28, 2017, at the closing price on that date of $83.09.
(6) This amount represents the value of unvested restricted stock units, PBRSUs and dividend-equivalent units as of April 28, 2017, at the closing price on that date of $83.09.
(7) This amount reflects the estimated present value of additional pension benefits due to the NEO upon a change of control assuming an additional three years of age and service.
(8) This amount represents the estimated value of the three-year continuation of Company contributions to certain retirement plans (including the 401(k) plan, the qualified and nonqualified plan), and health and miscellaneous welfare benefits for three years.

 

Equity Compensation Plan Information

 

The following table provides information about Medtronic’s ordinary shares issuable upon the exercise of options, warrants and rights under all existing equity compensation plans in effect as of April 28, 2017, including the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan, the Medtronic, Inc. 2008 Stock Award and Incentive Plan, the Medtronic, Inc. 2003 Long-Term Incentive Plan, the Medtronic, Inc. 2014 Employees Stock Purchase Plan, the Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan, and the Medtronic, Inc. 1998 Outside Director Stock Compensation Plan.

 

   (a)(4)   (b)    (c)(5)  
Plan Category  Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
   Weighted average
exercise price of
outstanding options,
warrants and rights
   Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))
 
Equity compensation plans approved by security holders(1)(3)   47,874,574    $53.93    38,783,245 
Equity compensation plans not approved by security holders(2)(3)   1,861    $46.48    0 

 

(1) Awards under the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan may consist of stock options, stock appreciation rights, restricted stock, performance-based restricted stock, restricted stock units, other stock-based awards, and performance cash awards. No more than 5% of the shares will be granted pursuant to restricted stock awards if such award will vest in full prior to three years from the award date or if a condition to such vesting is based, in whole or in part, upon performance of the shares or any aspect of Medtronic’s operations and such vesting could occur over a period of less than one year from the award date. This plan was approved by Medtronic, Inc. shareholders.
(2) Awards are no longer being granted from the Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan.
(3) Amounts disclosed do not include stock options, stock appreciation rights, restricted stock, performance-based restricted stock, restricted stock units, or other stock-based awards to acquire 6,672,222 Medtronic shares relating to former Covidien or Kyphon awards assumed in the acquisitions with a weighted average exercise price of $35.79.
(4) Column (a) includes 38,975,597 shares issuable upon exercise of outstanding options, with a weighted average exercise price of $66.25, and the following equity awards, which increase the number of shares in column (a) and decrease the number of shares in column (c): 8,268,629 restricted stock units and their dividend-equivalent units in approved plans, 120,742 shares issuable pursuant to a non-qualified employee stock ownership plan in approved plans, and 509,606 vested units or exercised shares deferred and not yet issued in approved plans.
(5) Column (c) includes 17,750,123 shares available for issuance as of April 28, 2017 under the Medtronic plc Amended and Restated 2014 Employees Stock Purchase Plan and 21,033,122 shares available for issuance as of April 28, 2017 under the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan.

 

MEDTRONIC PLC   2017 Proxy Statement    64

 
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