Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 6, 2019, Medtronic plc, a public limited company organized under the laws of Ireland (the “Company”), held its 2019 Annual General Meeting of Shareholders in order to: (1) elect, by separate resolutions, twelve directors, each to hold office until the 2020 Annual General Meeting of the Company and until his or her successor is elected; (2) ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2020 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; (4) renew the Board’s authority to issue shares; (5) renew the Board’s authority to opt out of pre-emption rights; and (6) authorize the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.
At the close of business on October 10, 2019, the record date of the Annual General Meeting, 1,340,697,277 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,151,013,397 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 2020 Annual General Meeting of the Company and until his or her successor is elected, as follows:
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For
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For (Percent of Votes Cast)
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Against
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Against (Percent of Votes Cast)
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Abstain
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Broker Non-Vote
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Richard H. Anderson
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995,874,634
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95.111%
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51,196,381
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4.889%
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1,055,224
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102,887,158
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Craig Arnold
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1,035,460,046
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98.895%
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11,574,015
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1.105%
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1,092,178
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102,887,158
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Scott C. Donnelly
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1,035,778,089
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98.925%
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11,259,117
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1.075%
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1,089,033
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102,887,158
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Andrea J. Goldsmith, Ph.D.
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1,043,392,293
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99.645%
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3,717,627
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0.355%
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1,016,319
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102,887,158
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Randall J. Hogan, III
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1,036,379,779
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98.979%
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10,689,476
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1.021%
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1,056,984
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102,887,158
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Omar Ishrak
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1,009,343,358
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96.442%
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37,235,943
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3.558%
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1,546,938
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102,887,158
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Michael O. Leavitt
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1,014,949,861
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96.952%
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31,907,309
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3.048%
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1,269,069
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102,887,158
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James T. Lenehan
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1,017,933,383
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97.218%
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29,132,738
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2.782%
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1,060,118
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102,887,158
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Geoffrey S. Martha
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1,034,802,903
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98.827%
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12,284,557
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1.173%
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1,038,779
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102,887,158
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Elizabeth G. Nabel, M.D.
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1,043,417,576
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99.647%
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3,698,566
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0.353%
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1,010,097
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102,887,158
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Denise M. O’Leary
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1,014,969,467
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96.935%
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32,094,685
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3.065%
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1,062,087
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102,887,158
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Kendall J. Powell
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919,910,733
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87.855%
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127,168,236
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12.145%
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1,047,270
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102,887,158
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2. The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2020 and authorized, in a binding vote, the Company’s Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.
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Votes
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Percent of Votes Cast
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For
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1,100,550,567
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95.712%
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Against
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49,301,779
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4.288%
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Abstain
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1,161,051
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Broker Non-Vote
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NA
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3. The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers.
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Votes
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Percent of Votes Cast
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For
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989,089,601
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94.726%
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Against
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55,070,639
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5.274%
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Abstain
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3,965,999
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Broker Non-Vote
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102,887,158
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4. The shareholders approved renewal of the Board’s authority to issue shares.
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Votes
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Percent of Votes Cast
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For
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1,035,139,368
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98.934%
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Against
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11,148,714
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1.066%
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Abstain
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1,838,157
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Broker Non-Vote
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102,887,158
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5. The shareholders approved renewal of the Board’s authority to opt out of pre-emption rights.
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Votes
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Percent of Votes Cast
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For
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1,037,396,782
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99.278%
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Against
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7,547,943
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0.722%
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Abstain
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3,181,514
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Broker Non-Vote
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102,887,158
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6. The shareholders approved authorization of the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.
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Votes
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Percent of Votes Cast
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For
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1,036,866,078
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99.271%
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Against
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7,610,336
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0.729%
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Abstain
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3,649,825
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Broker Non-Vote
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102,887,158
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