Medtronic plc — Proxy Solicitation & Information Statement 2017

Oct 24, 2017

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a Party other than the Registrant

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●	Preliminary Proxy Statement
●	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
●	Definitive Proxy Statement
●	Definitive Additional Materials
●	Soliciting Material Pursuant to §240.14a-12

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* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on December 8, 2017.

MEDTRONIC PLC

MEDTRONIC PLC ATTN: RHONDA INGALSBE 710 MEDTRONIC PARKWAY MS LC300 MINNEAPOLIS, MN 55432-5604

Meeting Information
Meeting Type:	Annual General Meeting
For holders as of:	October 10, 2017
Date: December 8,
2017 Time: 8:00 AM Local Time

| Location: |
| --- |
| Earlsfort Terrace |
| Dublin 2, Ireland |
| You are receiving this communication because you hold shares in the company named above. |
| This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of the more complete proxy materials that are available to you on the
Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or
easily request a paper copy (see reverse side). |
| We encourage you to access and review all of the important information contained in the proxy materials before voting. |
| See the reverse side of this notice to obtain proxy materials and voting instructions. |

Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information
that is printed in the box marked by the arrow (located on the following page)
and visit: www.proxyvote.com, or scan the QR Barcode below.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1)	BY INTERNET :	www.proxyvote.com
2)	BY TELEPHONE :	1-800-579-1639
3)	BY E-MAIL* :	sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before November 26, 2017 to facilitate timely delivery.

How To Vote Please Choose One of the Following Voting Methods SCAN TO VIEW MATERIALS & VOTE W

| Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance
ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting
attendance. At the meeting, you will need to request a ballot to vote these shares. |
| --- |
| Vote By Internet: Go to www.proxyvote.com
or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. |
| Vote By Mail: You can vote
by mail by requesting a paper copy of the materials, which will include a proxy card. |
| Shareholder Meeting Registration: To vote and/or attend the meeting, go to the “Register for Meeting” link at www.proxyvote.com. |

Voting Items
The Board of Directors recommends you vote FOR the following proposals:
1.	Election of Directors to serve until the next Annual General Meeting of the Shareholders
	Nominees:
	1a.	Richard H. Anderson
	1b.	Craig Arnold
	1c.	Scott C. Donnelly
	1d.	Randall Hogan III
	1e.	Omar Ishrak
	1f.	Shirley A. Jackson, Ph.D.
	1g.	Michael O. Leavitt
	1h.	James T. Lenehan
	1i.	Elizabeth Nabel, M.D.
	1j.	Denise M. O’Leary
	1k.	Kendall J. Powell
	1l.	Robert C. Pozen

2.	To ratify, in a non-binding vote, the re-appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2018 and authorize the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.
3.	To approve in a non-binding advisory vote, named executive officer compensation (a “Say-on-Pay” vote).
4.	To approve the amendment and restatement of the Medtronic plc Amended and Restated 2013 Stock Award and Incentive Plan.
NOTE:	In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the Annual General Meeting and any adjournment or postponement thereof.

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