SEC Filings

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



Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 8, 2017, the Company held its 2017 Annual General Meeting of Shareholders in order to: (1) elect twelve directors, each to hold office until the 2018 Annual General Meeting of the Company and until his or her successor is elected; (2) ratify, in a non-binding vote, the re-appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2018 and authorize, in a binding vote, the Company’s Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration; (3) approve, in a non-binding advisory vote, named executive officer compensation; and (4) approve the amendment and restatement of the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan.

At the close of business on October 10, 2017, the record date of the Annual General Meeting, 1,353,214,320 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,166,669,952 ordinary shares were present at the Annual General Meeting, either in person or by proxy, which total was not less than a majority of the issued and outstanding ordinary shares entitled to vote and thus constituted a quorum.

The final voting results and the votes used to determine the results for each proposal are set forth below:
1.
The shareholders elected each of the twelve nominees to the Board of Directors, to hold office until the 2018 Annual General Meeting of the Company and until his or her successor is elected, as follows:

 
 
For
 
For (Percent of Votes Cast)
 
Against
 
Against (Percent of Votes Cast)
 
Abstain
 
Broker Non-Vote
Richard H. Anderson
 
1,021,793,217
 
 
96.5429
 
 
36,589,755
 
 
3.4571
 
 
2,689,807
 
 
105,597,173
 
Craig Arnold
 
1,035,899,722
 
 
97.7074
 
 
24,306,096
 
 
2.2926
 
 
866,961
 
 
105,597,173
 
Scott C. Donnelly
 
1,037,152,753
 
 
97.8232
 
 
23,079,097
 
 
2.1768
 
 
840,929
 
 
105,597,173
 
Randall Hogan, III
 
1,043,349,429
 
 
98.4096
 
 
16,862,064
 
 
1.5904
 
 
861,286
 
 
105,597,173
 
Omar Ishrak
 
1,022,487,043
 
 
96.5518
 
 
36,516,353
 
 
3.4482
 
 
2,069,383
 
 
105,597,173
 
Shirley Ann Jackson, Ph.D.
 
1,036,573,607
 
 
97.7645
 
 
23,702,800
 
 
2.2355
 
 
796,372
 
 
105,597,173
 
Michael O. Leavitt
 
1,050,350,857
 
 
99.0640
 
 
9,924,179
 
 
0.9360
 
 
797,743
 
 
105,597,173
 
James T. Lenehan
 
1,054,892,327
 
 
99.4918
 
 
5,388,467
 
 
0.5082
 
 
791,985
 
 
105,597,173
 
Elizabeth Nabel, M.D.
 
1,055,311,908
 
 
99.5292
 
 
4,991,999
 
 
0.4708
 
 
768,872
 
 
105,597,173
 
Denise M. O’Leary
 
1,045,416,998
 
 
98.6006
 
 
14,836,932
 
 
1.3994
 
 
818,849
 
 
105,597,173
 
Kendall J. Powell
 
977,434,514
 
 
92.1888
 
 
82,817,956
 
 
7.8112
 
 
820,309
 
 
105,597,173
 
Robert C. Pozen
 
1,046,057,404
 
 
98.8201
 
 
12,489,358
 
 
1.1799
 
 
2,526,017
 
 
105,597,173
 

2.
The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2018 and authorized, in a binding vote, the Company’s Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.
 
 
Votes
 
Percent of Votes Cast
For
 
1,144,267,987
 
98.2872
Against
 
19,940,528
 
1.7128
Abstain
 
2,461,437
 
N/A
Broker Non-Vote
 
N/A
 
N/A



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