SEC Filings

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

Voting Matters and Board Recommendations


Proposal Board
For More
Proposal 1 —  To elect, by separate resolutions, the twelve director nominees named in the proxy statement to hold office until the 2018 Annual General Meeting of the Company “FOR” all
Page 12
Proposal 2 — To ratify, in a non-binding vote, the re-appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for Fiscal Year 2018 and to authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration “FOR” Page 67
Proposal 3 — To approve in a non-binding advisory vote, named executive officer compensation (a “Say-on-Pay” vote) “FOR” Page 68
Proposal 4 — To approve the amendment and restatement of the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan “FOR” Page 69


Director Nominees


You are being asked to vote, by separate resolutions, on the election of the following twelve Directors. Each Director nominee is elected annually by a majority of votes cast. Detailed information about each Director’s background, skill sets and areas of expertise can be found beginning on page 13.


In December 2016, the Board decided to split the Quality and Technology Committee into two separate committees effective as of July 1, 2017, with the Quality Committee having a clear quality focus and the Technology Committee having a clear technology focus. In addition, effective March 10, 2017, the Board changed the name of the Finance Committee to the Finance and Financial Risk Committee and effective August 25, 2017, the Board changed the name of the Technology Committee to the Technology and Value Creation Committee.


    Director     Committee Memberships Other
Name Age(1) Since Principal Position Indep. AC CC FFRC NCGC QC TVCC Boards(1)
Richard H. Anderson 62 2002 President and Chief Executive Officer of Amtrak Y M M M M     0
Craig Arnold 57 2015 Chairman and Chief Executive Officer of Eaton Corporation Y   C M     M 1
Scott C. Donnelly(2) 55 2013 Chairman, President and Chief Executive Officer of Textron, Inc. Y   M   C   M 1
Randall J. Hogan, III 61 2015 Chairman & Chief Executive Officer of Pentair plc Y C M   M     1
Omar Ishrak 61 2011 Chairman and Chief Executive Officer of Medtronic plc N             1
Shirley Ann Jackson, Ph.D. 70 2002 President of Rensselaer Polytechnic Institute Y M       M M 3
Michael O. Leavitt 66 2011 Founder and Chairman of Leavitt Partners Y     M   M C 2
James T. Lenehan 68 2007 Financial Consultant and Retired Vice Chairman and President of Johnson & Johnson Y M       M M 0
Elizabeth Nabel, M.D. 65 2014 President of Brigham & Women’s Healthcare Y M       C M 0
Denise M. O’Leary 59 2000 Private Venture Capital Investor Y     C M M   2
Kendall J. Powell 63 2007 Chairman and Retired Chief Executive Officer of
General Mills, Inc.
Y   M M M     1
Robert C. Pozen 70 2004 Former Chairman of MFS Investment Management Y     M   M M 1

(1) As of July 1, 2017.
(2) Lead Independent Director.


AC: Audit Committee   NCGC: Nominating and Corporate Governance Committee   C: Chair
CC: Compensation Committee   QC: Quality Committee   M: Member
FFRC: Finance and Financial Risk Committee   TVCC: Technology and Value Creation Committee      


MEDTRONIC PLC   2017 Proxy Statement    6