MDT DEF 14A DEF-14A Report Dec. 9, 2016 | Alphaminr
Medtronic plc

MDT DEF 14A Report ended Dec. 9, 2016

MEDTRONIC PLC
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PROXIES
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TABLE OF CONTENTS
Proxy SummaryProxy StatementProxy SolicitationVoting at the MeetingCautionary Note Regarding Forward-Looking StatementsProposal 1 Election of DirectorsDirectors and NomineesDirector IndependenceRelated Transactions and Other MattersGovernance of MedtronicOur Corporate Governance PrinciplesLead Director and Chairman; Executive SessionsBoard Role in Risk OversightCommittees of the Board and MeetingsDirector CompensationComplaint Procedure; Communications with DirectorsOur Codes of ConductShare Ownership InformationCompensation Discussion and Analysis (CD&A)Executive SummaryDetailed InformationExecutive Compensation PhilosophyElements of Executive CompensationExecutive Compensation Peer ReviewFiscal Year 2016 Compensation DecisionsFiscal Year 2016 Annual and Long-Term Incentive Plan PayoutsCompensation Committee ReportExecutive Compensation2016 Summary Compensation Table2016 Grants of Plan-Based Awards2016 Outstanding Equity Awards at Fiscal Year End2016 Option Exercises and Stock Vested2016 Pension Benefits2016 Nonqualified Deferred CompensationPotential Payments Upon Termination or Change of ControlEquity Compensation Plan InformationReport of the Audit CommitteeAudit and Non-Audit FeesProposal 2 Ratification of Independent Auditor and Authorization of the Board of Directors, Acting through the Audit Committee, to Set Auditor RemunerationProposal 3 Advisory Resolution to Approve Named Executive Officer Compensation (Say-on-Pay)Proposal 4 Amend the Companys Articles of Association to Implement Proxy AccessProposal 5 Amend the Companys5A. Articles of Association to Make Certain Administrative Amendments5B. Memorandum of Association to Make Certain Administrative AmendmentsProposal 6 Amend the Companys Articles of Association to Clarify the Boards Sole Authority to Determine its Size within the Fixed Limits in the Articles of AssociationOther InformationExpenses of SolicitationShareholder Proposals and Director NominationsDelivery of Documents to Shareholders Sharing an AddressNotice Regarding Adoption of Financial Reporting Standards (FRS) 102OtherAppendix A Non-GAAP Reconciliations A-1Appendix B Articles of Association Reflecting Proxy Access Amendments B-1Appendix C Articles of Association Reflecting Administrative Amendments C-1Appendix D Table of Optional Provisions and General Administrative Amendments to the Articles of Association D-1Appendix E Memorandum of Association Reflecting Administrative Amendments E-1Appendix F Articles of Association Reflecting the Amendments relating to the Boards Sole Authority to Determine its Size within the Fixed Limits in the Articles of Association F-1