Medtronic plc — Proxy Solicitation & Information Statement 2018

Oct 23, 2018

DEFA14A 1 lmdt2018-defa14a.htm MEDTRONIC PLC - DEFA14A

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

Check the appropriate box:
●	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

MEDTRONIC PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

| Payment
of Filing Fee (Check the appropriate box): | |
| --- | --- |
| ● | No
fee required. |
| ● | Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| | (1)
Title of each class of securities to which transaction applies: |
| | (2)
Aggregate number of securities to which transaction applies: |
| | (3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was determined): |
| | (4)
Proposed maximum aggregate value of transaction: |
| | (5)
Total fee paid: |
| ● | Fee
paid previously with preliminary materials. |
| ● | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing. |
| | (1)
Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
| | (4)
Date Filed: |

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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 7, 2018.

| MEDTRONIC
PLC | Meeting
Information — Meeting
Type: For
holders as of: | Annual General Meeting October 9, 2018 |
| --- | --- | --- |
| | Date: December 7, 2018 Time: 8:00 AM Local Time | |
| | Location: | Shelbourne
Hotel 27 St. Stephen’s Green Dublin, Ireland |
| MEDTRONIC PLC ATTN: RHONDA INGALSBE 710 MEDTRONIC PARKWAY MS LC300 MINNEAPOLIS, MN 55432-5604 | 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. | |

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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 23, 2018 to facilitate timely delivery. | | |

How To Vote Please Choose One of the Following Voting Methods

| 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
smartphone, 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. |
| Vot e
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. |

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| 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 J. Hogan III |
| | 1e. | Omar Ishrak |
| | 1f. | Michael O. Leavitt |
| | 1g. | James T. Lenehan |
| | 1h. | Elizabeth Nabel, M.D. |
| | 1i. | Denise M. O’Leary |
| | 1j. | Kendall J. Powell |

| 2. | To ratify, in a non-binding vote,
the re-appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2019 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). |
| 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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2018 Annual Meeting December 7, 2018

Important proxy voting material is ready for your action.

This email represents the following share(s):

123,456,789,012.00000

Three Ways to Vote

Now via ProxyVote At the Meeting By Phone 1.800.690.6903
Control Number: 0123456789012345

Vote by December 4, 2018 11:59 PM ET for shares held through the Medtronic Savings and Investment Plan and the Medtronic Puerto Rico Employees' Savings and Investment Plan. To access ProxyVote.com, you will need the control number identified above and your four digit PIN: * If you are a Medtronic plc employee and have a U.S. social security number, this PIN is the last four digits of your social security number. * If you are a Medtronic plc employee and do not have a U.S. social security number, this PIN is the last four digits of your Employee Identification number. If you do not know your Employee Identification number, please contact your HR representative. * If you are a shareholder who consented to receive proxy materials electronically,

the PIN is the four digit number you selected at the time of your enrollment. * If you do not know your PIN, please follow the instructions on the ProxyVote web page.

Important

Materials

Proxy Statement

Annual Report

For holders as of October 9, 2018

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