[8-K] Medtronic plc Reports Material Event

Rhea-AI Filing Summary

Medtronic announced a significant board expansion and appointment in an 8-K filing dated June 28, 2025. The Board of Directors increased from 10 to 11 members with the appointment of Dr. Joon Lee, effective June 18, 2025.

Key details of the appointment:

• Dr. Lee will serve on the Science and Technology Committee and the Compensation and Talent Committee
• Will receive standard non-employee director compensation including annual cash retainer and equity grants as outlined in the August 2024 proxy statement
• No special arrangements or understandings influenced the appointment
• No reportable transactions under Item 404(a) of Regulation S-K between Dr. Lee or immediate family and the company

The appointment was formally announced via press release on June 23, 2025. The filing was executed by Ivan K. Fong, Executive Vice President, General Counsel and Secretary.

Positive

• Dr. Joon Lee appointed to Medtronic's Board of Directors, bringing expertise to both Science and Technology Committee and Compensation and Talent Committee
• Board size increased from 10 to 11 members, potentially bringing additional oversight and expertise

Negative

• None.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________ 

FORM 8-K

 _____________________________ 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2025

 _____________________________ 

Medtronic plc

(Exact name of Registrant as Specified in its Charter)

  _____________________________ 

 

Ireland

1-36820

98-1183488

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Building Two

Parkmore Business Park West

Galway, Ireland

(Address of principal executive offices) (Zip Code)

+353 1 438-1700

(Registrant’s telephone number, including area code)

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Ordinary shares, par value $0.0001 per share			MDT			New York Stock Exchange
0.250% Senior Notes due 2025			MDT/25			New York Stock Exchange
0.000% Senior Notes due 2025			MDT/25A			New York Stock Exchange
2.625% Senior Notes due 2025			MDT/25B			New York Stock Exchange
1.125% Senior Notes due 2027			MDT/27			New York Stock Exchange
0.375% Senior Notes due 2028			MDT/28			New York Stock Exchange
3.000% Senior Notes due 2028			MDT/28A			New York Stock Exchange
3.650% Senior Notes due 2029			MDT/29			New York Stock Exchange
1.625% Senior Notes due 2031			MDT/31			New York Stock Exchange
1.000% Senior Notes due 2031			MDT/31A			New York Stock Exchange
3.125% Senior Notes due 2031			MDT/31B			New York Stock Exchange
0.750% Senior Notes due 2032			MDT/32			New York Stock Exchange
3.375% Senior Notes due 2034			MDT/34			New York Stock Exchange
3.875% Senior Notes due 2036			MDT/36			New York Stock Exchange
2.250% Senior Notes due 2039			MDT/39A			New York Stock Exchange
1.500% Senior Notes due 2039			MDT/39B			New York Stock Exchange
1.375% Senior Notes due 2040			MDT/40A			New York Stock Exchange
4.150% Senior Notes due 2043			MDT/43A			New York Stock Exchange
1.750% Senior Notes due 2049			MDT/49			New York Stock Exchange
1.625% Senior Notes due 2050			MDT/50			New York Stock Exchange
4.150% Senior Notes due 2053			MDT/53			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2025, the Board of Directors (Board) of Medtronic plc (Company) increased the size of the Board from 10 to 11 and appointed Dr. Joon Lee as a new director of the Company, in each case effective as of June 18, 2025. Dr. Lee has been appointed to serve on the Science and Technology Committee and the Compensation and Talent Committee of the Board.

In connection with his appointment to the Board, pursuant to the Company’s non-employee director compensation policy, Dr. Lee will be eligible to receive an annual cash retainer and a director equity grant, in each case as described under “Corporate Governance—Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 9, 2024.

There were no arrangements or understandings between Dr. Lee and any other persons pursuant to which he was selected as a director, and neither Dr. Lee nor any of his immediate family has been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.

A press release announcing Dr. Lee’s appointment was issued on June 23, 2025. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Exhibits.

(d) List of Exhibits

Exhibit Number						Description
99.1						Press release of Medtronic plc, dated June 23, 2025.
104						Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Medtronic plc

By

/s/ Ivan K. Fong

Date: June 23, 2025

Ivan K. Fong

Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number						Description
99.1						Press release of Medtronic plc, dated June 23, 2025.
104						Cover Page Interactive Data File (embedded with the Inline XBRL document).

FAQ

Who is the new board member appointed to MDT's board in June 2025?

Dr. Joon Lee was appointed as a new director of Medtronic plc (MDT) effective June 18, 2025, increasing the board size from 10 to 11 members. He will serve on both the Science and Technology Committee and the Compensation and Talent Committee of the Board.

What committees will Dr. Lee serve on at Medtronic (MDT)?

Dr. Joon Lee has been appointed to serve on two committees: the Science and Technology Committee and the Compensation and Talent Committee of Medtronic's Board of Directors.

What compensation will MDT's new director Dr. Lee receive?

As per Medtronic's non-employee director compensation policy, Dr. Lee will be eligible to receive an annual cash retainer and a director equity grant, as detailed in the Company's Definitive Proxy Statement filed on August 9, 2024.

When did MDT announce Dr. Lee's board appointment?

Medtronic plc issued a press release announcing Dr. Lee's appointment on June 23, 2025, following his effective appointment date of June 18, 2025.

How many directors are now on MDT's board after the new appointment?

Following Dr. Joon Lee's appointment, the Medtronic plc Board of Directors increased from 10 to 11 members, effective June 18, 2025.