MiniMed stockholders elect four directors

The selected one-year cadence will apply to future advisory compensation votes until the next required vote on such frequency.

Rhea-AI Filing Summary

MiniMed Group, Inc. reported that stockholders approved all four proposals at its October 9, 2026 annual meeting. Stockholders elected Kevin E. Lofton, David J. Endicott, D. Keith Grossman and Timothy (Tim) A. Wicks as Class I directors to serve until the 2029 Annual Meeting, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending April 30, 2027.

Stockholders approved named executive officer compensation in a non-binding, advisory vote. On the frequency proposal, 276,205,804 votes favored annual votes, compared with 1,894 for every two years and 7,990 for every three years. MiniMed determined it will hold future non-binding, advisory votes on named executive officer compensation every one year until the next required vote on such frequency.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Say-on-pay votes for: 276,102,824 votes One-year frequency votes: 276,205,804 votes Auditor ratification votes for: 278,463,576 votes

3 metrics

Say-on-pay votes for 276,102,824 votes Proposal 3

One-year frequency votes 276,205,804 votes Proposal 4

Auditor ratification votes for 278,463,576 votes Proposal 2

Key Terms

broker non-votes, non-binding, advisory vote, Class I directors, say-on-pay vote

4 terms

broker non-votes technical

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory vote technical

"in a non-binding, advisory vote"

Class I directors technical

"serve as Class I directors"

Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.

say-on-pay vote technical

"Advisory Vote on Frequency of Say-on-Pay Vote"

A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the MMED say-on-pay vote result?

MiniMed stockholders approved named executive officer compensation in a non-binding, advisory vote, with 276,102,824 votes for, 91,742 against and 27,666 abstentions; there were 2,263,753 broker non-votes.

Which directors did MMED stockholders elect?

Stockholders elected Kevin E. Lofton, David J. Endicott, D. Keith Grossman and Timothy (Tim) A. Wicks as Class I directors to serve until the 2029 Annual Meeting of Stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/13/2026 - 06:02 AM EDT Accepted by SEC EDGAR 10/13/2026 - 06:00 AM EDT Learn about SEC filing dates

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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 9, 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 5.07 Submission of Matters to a Vote of Security Holders.

MiniMed Group, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on October 9, 2026 (the “Annual Meeting”), at which stockholders voted on the following four proposals. All matters voted on at the Annual Meeting were approved. The results of the votes are set forth below. 

Proposal 1 - Election of Directors

The stockholders elected the following four nominees to the Company’s board of directors (the “Board”) to serve as Class I directors until the 2029 Annual Meeting of Stockholders.

Nominees		Votes For		Votes Withheld		Broker Non-Votes
Kevin E. Lofton		273,936,720		2,285,512		2,263,753
David J. Endicott		275,525,168		697,064		2,263,753
D. Keith Grossman		273,943,472		2,278,760		2,263,753
Timothy (Tim) A. Wicks		273,946,011		2,276,221		2,263,753

Proposal 2 - Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027.

Votes For		Votes Against		Votes Abstained
278,463,576		20,597		1,812

Proposal 3 – Advisory Resolution to Approve Named Executive Officer Compensation

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

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
276,102,824		91,742		27,666		2,263,753

Proposal 4 – Advisory Vote on Frequency of Say-on-Pay Vote

The stockholders voted as follows in a non-binding, advisory vote, the frequency of the stockholder vote on the compensation of the Company’s named executive officers.

One Year		Two Years		Three Years		Votes Abstained		Broker Non-Votes
276,205,804		1,894		7,990		6,544		2,263,753

In accordance with the recommendation of the Board as set forth in the Proxy Statement and consistent with the stated preference of the Company’s stockholders as noted above, after consideration of the voting results of Proposal No. 4, the Company determined that it will hold future non-binding, advisory votes on named executive officer compensation every one year until the next required vote on such frequency.

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: October 13, 2026	By:	/s/ Bryan F. Kelly
	Name:	Bryan F. Kelly
	Title:	Senior Counsel, Securities & Corporate Governance, Assistant Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB