SEC Filings

MEDTRONIC PLC filed this Form 8-K on 12/12/2017
Entire Document

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan
As reported in Item 5.07 of this report, at the 2017 Annual General Meeting of Shareholders of Medtronic plc, a public limited company organized under the laws of Ireland (the “Company”), shareholders approved the amendment and restatement of the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan (the “Plan”) to increase the authorized number of ordinary shares under the Plan by fifty million (50,000,000).
Certain updates were made to the Plan to reflect changes in the law, accounting rules and current practices, including the following:

Adding EBITDA and operating cash flow to the definition of “Performance Goals”;
Clarifying that, with respect to all awards, dividends or other distributions or dividend equivalents may not be paid until an award is vested;
Providing that withholding obligations may be settled with shares up to the maximum statutory tax rate in the applicable jurisdiction;
Providing that, if shares are withheld at a rate that is higher than the minimum statutory tax rate, only the number of shares withheld at the minimum statutory tax rate will again become available for issuance under the Plan; and
Updating the Irish statutory references in the Plan to ensure consistency with the Irish Companies Act of 2014.

Unless otherwise determined by the Board of Directors, the Plan will be administered by the Compensation Committee (the “Committee”). The Committee, in its discretion, may grant options, share appreciation rights, restricted stock, restricted stock units, other share-based awards and performance awards under the Plan to selected directors, officers, employees and consultants of the Company and its subsidiaries, as designated by the Committee.

The Committee may determine that a performance-based award is intended to be exempt from the limits on deductibility under Section 162(m) of the Internal Revenue Code (the “Code”). In such cases, in order to meet the requirements for that exemption, the goals must be based on one or more of the following criteria set forth in the Plan: sales, net sales, revenue, revenue growth or product revenue growth, operating income (before or after taxes), earnings before interest, taxes, depreciation, and amortization, operating cash flow, return on invested capital, return on capital employed, pre- or after-tax income (before or after allocation or corporate overhead and bonus), net earnings, earnings per share, diluted earnings per share, consolidated earnings before or after taxes (including earnings before some or all of the following: interest, taxes, depreciation and amortization), net income, gross profit, gross margin, year-end cash, debt reductions, book value per share, return on equity, expense management, return on investment, improvements in capital structure, profitability of an identifiable business unit or product, maintenance or improvements of profit margins, stock price, market share, costs, cash flow, working capital, return on assets or net assets, asset turnover, inventory turnover, economic value added (economic profit) or equivalent metrics, comparison with various stock market indices, appreciation in and/or maintenance of share price, reductions in costs, regulatory achievements, implementation, completion or attainment of measurable objectives with respect to research, development, products or projects and recruiting or maintaining personnel, and total shareholder return; each as measured with respect to the Company or one or more subsidiaries, divisions, business units, or business segments of the Company, either in absolute terms or relative to the performance of one or more other companies or an index covering multiple companies.

Subject to adjustment, no Plan participant may be granted (a) options and stock appreciation rights relating to more than 2,000,000 shares under the Plan during any fiscal year and (b) awards other than options or stock appreciation rights relating to more than 2,000,000 shares under the Plan during any fiscal year. In addition, the maximum dollar value that may be paid in any fiscal year to any participant in performance-based awards that are denominated in cash and that are intended to be exempt from the limits on deductibility under Section 162(m) of the Code will be $20,000,000 for the Company’s Chief Executive Officer and $10,000,000 for each other participant, including any amounts earned during such fiscal year and deferred.

The material terms of the Plan are described in additional detail in the Company's revised definitive proxy statement for the 2017 Annual General Meeting, which was filed with the Securities and Exchange Commission on October 11, 2017, which description is incorporated herein by reference. A copy of the Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference and constitutes a part of this report.