Medtronic plc — Proxy Solicitation & Information Statement 2021

Oct 8, 2021

DEFA14A 1 d220554ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Your Vote Counts! MEDTRONIC PLC 2021 Annual General Meeting Vote by December 8, 2021 11:59 PM ET. For shares held in a Plan, vote by December 6, 2021 11:59 PM ET. MEDTRONIC PLC ATTN: MARCY CAMAROTTO 710 MEDTRONIC PARKWAY MS LC300 MINNEAPOLIS, MN 55432-5604 D61704-P62007 You invested in MEDTRONIC PLC and it’s time to vote! You have the right to vote on proposals being presented at the Annual General Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on December 9, 2021. Get informed before you vote View the Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to November 25, 2021. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a control number 20 On Hatch Vote in Person at the Meeting December 9, 2021 2:00 PM local time, Dublin, Ireland Lower Hatch Street Dublin 2 D02XH02 Ireland 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. V1.1

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Board Recommends 1. Electing, by separate resolutions, the ten director nominees named in the proxy statement to hold office until the 2022 Annual General Meeting of Medtronic plc (the “Company”); Nominees: 1a. Richard H. Anderson For 1b. Craig Arnold For 1c. Scott C. Donnelly For 1d. Andrea J. Goldsmith, Ph.D. For 1e. Randall J. Hogan, III For 1f. Kevin E. Lofton For 1g. Geoffrey S. Martha For 1h. Elizabeth G. Nabel, M.D. For 1i. Denise M. O’Leary For 1j. Kendall J. Powell For 2. Ratifying, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2022 and authorizing, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration; For 3. Approving, on an advisory basis, the Company’s executive compensation; For 4. Approving, on an advisory basis, the frequency of Say-on-Pay votes; 1 Year 5. Approving the new 2021 Medtronic plc Long Term Incentive Plan; For 6. Renewing the Board of Directors’ authority to issue shares under Irish law; For 7. Renewing the Board of Directors’ authority to opt out of pre-emption rights under Irish law; For 8. Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares; For 9. Transacting any other business that may properly come before the meeting. Voting Items Board Recommends Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. D61705-P62007