|MEDTRONIC PLC filed this Form S-8 on 12/08/2017|
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 (this “Registration Statement”) is being filed to register an additional 50,000,000 ordinary shares, nominal par value $0.0001 per share (“Ordinary Shares”), of Medtronic Public Limited Company (the “Company” or the “Registrant”) issuable under the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan (formerly the Medtronic, Inc. 2013 Stock Award and Incentive Plan) (the “2013 Plan”). In accordance with General Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of Registration Statement on Form S-8, File No. 333- 201737, filed on January 28, 2015 relating to an aggregate of 154,359,469 Ordinary Shares to be authorized for issuance under certain of the Company’s plans (including 68,308,770 Ordinary Shares under the 2013 Plan), except to the extent supplemented, amended or superseded by the information set forth herein.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The validity of the Ordinary Shares to be issued under this Registration Statement has been passed upon by A&L Goodbody.
Pursuant to the Company’s memorandum and articles of association, subject to the provisions of, and so far as may be permitted by the Irish Companies Act, 2014, every director and secretary of the Company shall be indemnified out of the assets of the Company against all costs, losses, expenses and liabilities incurred by him or her in the execution and discharge of his or her duties or in relation thereto including any liability incurred by him or her in defending civil or criminal proceedings which relate to anything done or omitted or alleged to have been done or omitted by him or her as an officer or employee of the Company and in which judgment is given in his or her favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part) or in which he or she is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him or her by the court.
Pursuant to the Company’s memorandum and articles of association and so far as may be permitted by the Irish Companies Act, 2014, every current or former executive or officer (other than any director) or any person who is serving or has served at the request of the Company as a director, executive, officer or trustee of another company shall be indemnified out of the assets of the Company against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, to which he or she was, is, or is threatened to be, made a party by reason of the fact that he or she is or was such a director, executive, officer or trustee.
Effective January 26, 2015, the Company entered into deeds of indemnification (the “Deeds of Indemnification”) with its directors and corporate secretary. The Deeds of Indemnification provide indemnification to such directors and the corporate secretary to the fullest extent permitted by the laws of Ireland, and in accordance with the Company’s memorandum and articles of association, for all expenses and other amounts actually incurred in any action or proceeding in which the director or corporate secretary is or may be involved by reason of the fact that he or she is or was a director or corporate secretary of the Company or otherwise serving the company or other entities at the company’s request, on the terms and conditions set forth in the Deeds of Indemnification. Further, the Company agrees, to the fullest extent permitted by the laws of Ireland, to advance expenses incurred in defense of these proceedings, on the terms and conditions set forth in the Deeds of Indemnification. The Deeds of Indemnification also provide procedures for requesting and obtaining indemnification and advancement of expenses.
The foregoing summary is qualified in its entirety to the terms and provisions of such arrangements.