[8-K] Medtronic plc Reports Material Event

Rhea-AI Filing Summary

Medtronic plc reported the results of its Annual General Meeting held on October 16, 2025. Shareholders approved amendments to the company’s Memorandum and Articles of Association, including changes to Article 177 to allow the Board to capitalize certain non-distributable reserves to create distributable reserves and updates to the advance notice provisions. They also approved a capital reduction to create distributable reserves under Irish law.

All twelve director nominees were elected and shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 and authorized the Board, through the Audit Committee, to set auditor remuneration. Shareholders renewed the Board’s authority to issue shares and to opt out of pre-emption rights under Irish law, and authorized the company and its subsidiaries to make overseas market purchases of ordinary shares. At the record date, 1,282,616,011 ordinary shares were outstanding; 1,109,198,321 were represented at the meeting, constituting a quorum.

Insights

Governance & Capital Structure Analyst

AGM outcomes approve governance updates and reserve flexibility.

Shareholders endorsed amendments enabling the Board to capitalize certain non-distributable reserves and approved a capital reduction to create distributable reserves under Irish law. These steps are procedural but can support future capital allocation decisions within statutory frameworks.

Routine items also passed: director elections, auditor ratification and remuneration authorization, renewal of authority to issue shares and opt out of pre-emption rights, and permission for overseas market share purchases. These authorizations are commonly renewed and do not, by themselves, signal immediate transactions.

Future impact depends on how the Board uses the newly created distributable reserves and existing authorities. Subsequent disclosures would specify any actions taken pursuant to these approvals.

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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): October 16, 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
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
2.950% Senior Notes due 2030			MDT/30			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
4.200% Senior Notes due 2045			MDT/45			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 5.03. Amendments to Articles of Incorporation or Bylaws

As disclosed in Proposals 7 and 9 of the definitive proxy statement of Medtronic plc (“Medtronic” or the “Company”), as filed with the Securities and Exchange Commission on August 25, 2025 (the “Proxy Statement”), in connection with the Company’s 2025 Annual General Meeting of Shareholders held on October 16, 2025 (the “Annual General Meeting”), the Company submitted for shareholder approval certain amendments to the Company’s Memorandum and Articles of Association (the “Articles of Association”). The amendments (i) make certain clarificatory modifications to Article 177 to authorize the Board of Directors to capitalize certain of the Company’s non-distributable reserves to facilitate the creation of additional distributable reserves (Proposal 7); and (ii) update the Company’s advance notice provisions (Proposal 9). The Company’s shareholders approved the amendments to the Articles of Association at the Annual General Meeting, each of which became effective October 16, 2025.

The descriptions of the amendments to the Articles of Association are qualified in their entirety by reference to the full text of the Amended and Restated Memorandum and Articles of Association, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders

On October 16, 2025, the Company held its Annual General Meeting in order to: (1) elect, by separate resolutions, twelve directors, each to hold office until the 2026 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 2026 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; (6) authorize the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares; (7) approve an amendment to Article 177 of the Company’s Articles of Association, to facilitate the capitalization of certain of the Company’s non-distributable reserves; (8) approve a capital reduction to create distributable reserves under Irish Law; and (9) approve an amendment to the Company’s Articles of Association to update the advance notice provisions.

At the close of business on August 22, 2025, the record date of the Annual General Meeting, 1,282,616,011 Company ordinary shares, par value $0.0001 per share (“ordinary shares”), were outstanding and entitled to vote. The holders of a total of 1,109,198,321 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, by separate resolutions, each of the twelve nominees to the Board of Directors to hold office until the 2026 Annual General Meeting of the Company and until his or her successor is elected, as follows:

						FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
Craig Arnold						860,168,749						129,336,374						2,085,906						117,607,292
Scott C. Donnelly						953,977,029						36,527,587						1,086,413						117,607,292
Lidia L. Fonseca						957,039,072						32,793,740						1,758,217						117,607,292
John P. Groetelaars						977,157,923						13,337,052						1,096,054						117,607,292
Randall J. Hogan, III						974,218,474						16,327,778						1,044,777						117,607,292
William R. Jellison						984,922,865						5,565,192						1,102,972						117,607,292
Joon S. Lee, M.D.						984,707,922						5,824,405						1,058,702						117,607,292
Gregory P. Lewis						972,648,057						17,845,085						1,097,887						117,607,292
Kevin E. Lofton						979,276,656						11,217,586						1,096,787						117,607,292
Geoffrey S. Martha						928,147,564						62,347,780						1,095,685						117,607,292
Elizabeth G. Nabel, M.D.						941,510,879						49,104,608						975,542						117,607,292
Kendall J. Powell						890,393,677						98,996,461						2,200,891						117,607,292

2. The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2026 and to authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.

FOR						AGAINST						ABSTAIN
1,006,339,555						101,786,497						1,072,269

3. The shareholders approved, in a non-binding advisory vote, the compensation awarded to the Company’s named executive officers.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
925,151,188						64,820,280						1,619,561						117,607,292

4. The shareholders approved renewal of the Board’s authority to issue shares under Irish law.

FOR						AGAINST						ABSTAIN
1,088,658,571						18,920,739						1,619,011

5. The shareholders approved renewal of the Board’s authority to opt out of pre-emption rights under Irish law.

FOR						AGAINST						ABSTAIN
1,035,397,744						71,865,014						1,935,563

6. The shareholders approved authorization of the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.

FOR						AGAINST						ABSTAIN
1,079,159,483						26,833,237						3,205,601

7. The shareholders approved an amendment to Article 177 of the Company’s Articles of Association, to facilitate the capitalization of certain of the Company’s non-distributable reserves.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
988,783,308						1,421,542						1,386,179						117,607,292

8. The shareholders approved a Capital Reduction to Create Distributable Reserves under Irish Law.

FOR						AGAINST						ABSTAIN
1,104,381,417						2,641,267						2,175,637

9. The shareholders approved amendments to the Company’s Articles of Association to update the advance notice provisions.

FOR						AGAINST						ABSTAIN						BROKER NON-VOTE
984,572,748						5,648,332						1,369,949						117,607,292

Item 9.01. Exhibits.

(d) List of Exhibits

Exhibit Number						Description
3.1						Amended and Restated Memorandum and Articles of Association
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

Date: October 21, 2025

By

/s/ Michelle Quinn

Michelle Quinn

Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did MDT shareholders approve at the 2025 AGM?

They approved amendments to the Articles (including Article 177), a capital reduction to create distributable reserves, director elections, auditor ratification and remuneration authority, renewal to issue shares and opt out of pre-emption rights, and authorization for overseas market share purchases.

How many MDT shares were outstanding and represented at the meeting?

1,282,616,011 ordinary shares were outstanding as of the record date, and 1,109,198,321 were represented, establishing a quorum.

Which Articles changes did MDT shareholders approve?

They approved amendments to Article 177 to authorize capitalization of certain non-distributable reserves to create distributable reserves and updates to advance notice provisions.

Did MDT shareholders approve the capital reduction?

Yes. The capital reduction to create distributable reserves under Irish law was approved.

Was the auditor for MDT fiscal 2026 ratified?

Yes. PricewaterhouseCoopers LLP was ratified, and the Board, through the Audit Committee, was authorized to set auditor remuneration.

Were MDT directors re-elected?

Yes. All twelve nominees were elected to serve until the 2026 Annual General Meeting and until successors are elected.

Did MDT renew authority to issue shares and opt out of pre-emption rights?

Yes. Shareholders approved renewal of both authorities under Irish law.