Medtronic plc

16/08/2024 | Press release | Distributed by Public on 16/08/2024 10:02

Amendment to Current Report Form 8 K/A

mdt-20240621
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K/A
Amendment No. 1
_____________________________
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 21, 2024
_____________________________
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)
+3531438-1700
(Registrant's telephone number, including area code)
20 On Hatch, Lower Hatch Street, Dublin 2, Ireland
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. ☐
Explanatory Note
This Amendment No. 1 on Form 8-K/A (the "Form 8-K/A") is being filed to supplement the disclosure under Item 5.02 of the Current Report on Form 8-K filed by Medtronic plc (the "Company") with the Securities and Exchange Commission on June 26, 2024 (the "Original Report"). The Original Report confirmed that Gary Corona had been appointed as interim Chief Financial Officer of the Company effective as of August 3, 2024. On August 15, 2024 the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") approved certain modifications to Mr. Corona's compensation arrangements in connection with his appointment as interim Chief Financial Officer. The Company hereby amends the Original Report to include information on Mr. Corona's compensation. Other than providing the additional information in Item 5.02 below, no other disclosure in the Original Report is amended by this Form 8-K/A.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the previously announced appointment of Gary Corona as the Company's interim Chief Financial Officer, the Compensation Committee approved the following compensatory arrangement for Mr. Corona on August 15, 2024: (i) a bi-weekly cash stipend in the amount of $12,500, effective as of August 3, 2024 and (ii) an equity grant of 8,966 time-based restricted stock units ("RSUs") of the Company's stock. The RSUs will vest over two years, with fifty percent (50%) of the total number of shares vesting annually on each of the first and second anniversaries of the date of grant. The Compensation Committee maintained Mr. Corona's annual base salary of $500,000, target bonus equal to 70% of annual base salary, and long-term incentive grant of $1 million granted on July 29, 2024.
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: August 16, 2024
Ivan K. Fong
Executive Vice President, General Counsel and Secretary