New Medtronic (NYSE: MDT) directors join Growth, Operations panels

Rhea-AI Filing Summary

Medtronic plc reported that it issued a press release announcing its first quarter fiscal year 2026 financial results, which is provided as an exhibit to this report. The company also expanded its Board of Directors from 11 to 13 members and appointed John Groetelaars and William Jellison as new directors, effective August 19, 2025.

Mr. Jellison will serve on newly created Growth and Operations board committees, while Mr. Groetelaars will serve on the Growth committee. Both will be eligible for the standard non‑employee director cash retainer and equity grant described in Medtronic’s recent proxy materials. The company states there are no reportable related‑party transactions or selection arrangements involving either new director. The earnings and director appointment press releases are included as Exhibits 99.1 and 99.2.

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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): August 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
0.000% 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 2.02. Results of Operations and Financial Condition

On August 19, 2025, Medtronic plc, a public limited company organized under the laws of Ireland, issued a press release announcing its first quarter fiscal year 2026 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.

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

On August 18, 2025, the Board of Directors (Board) of Medtronic plc (Company) increased the size of the Board from 11 to 13 and appointed John Groetelaars and William Jellison as new directors of the Company, in each case, effective as of August 19, 2025. Mr. Jellison has been appointed to serve on the newly created Growth committee of the Board and the newly created Operations committee of the Board, and Mr. Groetelaars has been appointed to serve on the newly created Growth committee of the Board.

In connection with the appointment of Messrs. Groetelaars and Jellison to the Board, pursuant to the Company’s non-employee director compensation policy, Messrs. Groetelaars and Jellison will each 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 Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 5, 2025.

There were no arrangements or understandings between either Mr. Groetelaars and any other persons pursuant to which he was selected as a director, and neither Mr. Groetelaars 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.

Similarly, there were no arrangements or understandings between Mr. Jellison and any other persons pursuant to which he was selected as a director, and neither Mr. Jellison 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 the appointments of Mr. Groetelaars and Mr. Jellison was issued on August 19, 2025. A copy of such press release is attached as Exhibit 99.2 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						First quarter and fiscal year 2026 earnings press release of Medtronic plc, dated August 19, 2025
99.2						Press release of Medtronic plc, dated August 19, 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/ Thierry Piéton

Date: August 19, 2025

Thierry Piéton

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX

Exhibit Number						Description
99.1						First quarter and fiscal year 2026 earnings press release of Medtronic plc, dated August 19, 2025
99.2						Press release of Medtronic plc, dated August 19, 2025
104						Cover Page Interactive Data File (embedded with the Inline XBRL document).

FAQ

What did Medtronic (MDT) disclose in this 8-K?

Medtronic plc furnished a press release announcing its first quarter fiscal year 2026 financial results and reported changes to its Board of Directors, including adding two new members and creating new board committees.

Which new directors joined Medtronic (MDT)’s Board and when are their appointments effective?

Medtronic appointed John Groetelaars and William Jellison to its Board of Directors, with both appointments effective as of August 19, 2025.

How did Medtronic (MDT) change the size and structure of its Board?

The Board of Directors increased in size from 11 to 13 members. Medtronic also created a new Growth committee and a new Operations committee, with Mr. Jellison serving on both and Mr. Groetelaars serving on the Growth committee.

How will the new Medtronic (MDT) directors be compensated?

Under Medtronic’s non‑employee director compensation policy, John Groetelaars and William Jellison will each be eligible to receive an annual cash retainer and a director equity grant, as described in the company’s Preliminary Proxy Statement on Schedule 14A filed on August 5, 2025.

Did Medtronic (MDT) report any related-party transactions involving the new directors?

Medtronic states that neither John Groetelaars nor William Jellison, nor any of their immediate family members, has been a party to any transaction or proposed transaction with the company that is reportable under Item 404(a) of Regulation S‑K.

What exhibits are included with Medtronic (MDT)’s disclosure?

The exhibits include a first quarter fiscal year 2026 earnings press release (Exhibit 99.1), a press release announcing the appointments of John Groetelaars and William Jellison as directors (Exhibit 99.2), and the Cover Page Interactive Data File (Exhibit 104).