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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): May 17, 2026
MiniMed Group, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-43183 |
33-3985981 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
18000 Devonshire St.
Northridge, CA 91325
(Address of principal executive offices) (Zip
Code)
(763) 514-4000
(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 exchange on which registered |
| Common Stock, $0.01 par value |
|
MMED |
|
The Nasdaq Stock Market LLC |
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 May 17, 2026, Brett Wall, a class II director of the Board
of Directors (the “Board”) of MiniMed Group, Inc. (“MiniMed”) and member of the Board’s Nominating and Corporate
Governance Committee, notified the Board that he will resign from the Board effective July 3, 2026. His decision to resign is not the
result of any disagreement with management or the Board related to MiniMed’s operations, policies, or practices. His decision to
resign results from his departure as Executive Vice President and President, Neuroscience Portfolio, of Medtronic plc (“Medtronic”),
the parent company of MiniMed, which nominated Mr. Wall as a member of the Board.
On May 18, 2026, Scott Cundy was appointed to serve as a director of
the Board, effective July 3, 2026, to fill the vacancy resulting from Mr. Wall’s departure. Mr. Cundy will serve as class II director
whose term expires at the 2027 annual meeting of stockholders and will be a member of the Board’s Nominating and Corporate Governance
Committee.
Mr. Cundy currently serves as Senior Vice President and Chief Quality,
Development, and Innovation Officer at Medtronic, leads the Global Quality, Product Development, and Innovation functions at Medtronic
and is a member of the Medtronic Executive Committee. Mr. Cundy also oversees the Medtronic Engineering and Innovation Center. Prior to
joining Medtronic in 2023, Mr. Cundy served as Vice President Quality, Regulatory, & Clinical Affairs Diagnostics and Life Sciences
Platforms at Danaher Corporation. Mr. Cundy holds a B.S. in Industrial Engineering from Georgia Institute of Technology and an MBA from
the University of Minnesota’s Carlson School of Management.
Mr. Cundy does not have a material interest in any transaction that
is required to be disclosed under Item 404(a) of Regulation S-K, and there is no arrangement or understanding pursuant to which
he was selected as a director of the Board.
For so long as Medtronic is an affiliate of MiniMed, Mr. Cundy, as
an employee of Medtronic, will receive no compensation for his service on the Board. Thereafter, Mr. Cundy’s compensation for service
as a director will be consistent with the compensation paid to other non-employee directors of MiniMed as described in MiniMed’s
Form 8-K filed with the Securities and Exchange Commission on March 9, 2026.
| Item 9.01 |
Exhibits |
| |
|
Exhibit
Number |
Description |
| |
|
| 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.
| |
MiniMed Group, Inc. |
| |
|
|
| Date: May 18, 2026 |
By: |
/s/ Bryan F. Kelly |
| |
Name: |
Bryan F. Kelly |
| |
Title: |
Senior Counsel, Securities & Corporate Governance, Assistant Corporate Secretary |
EXHIBIT INDEX
Exhibit
Number |
|
Description |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document). |