MDT DEF 14A DEF-14A Report Aug. 28, 2017 | Alphaminr
Medtronic plc

MDT DEF 14A Report ended Aug. 28, 2017

MEDTRONIC PLC
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TABLE OF CONTENTS
PROXY SUMMARYCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROPOSAL 1 ELECTION OF DIRECTORSDirectors and NomineesCORPORATE GOVERNANCEOur Corporate Governance PrinciplesLead Independent Director and Chairman; Executive SessionsBoard Role in Risk OversightCompensation Risk AssessmentCommittees of the Board and MeetingsDirector IndependenceRelated Party Transactions and Other MattersComplaint Procedure; Communications with DirectorsOur Codes of ConductDirector CompensationSHARE OWNERSHIP INFORMATIONSignificant ShareholdersBeneficial Ownership of ManagementSection 16(a) Beneficial Ownership Reporting ComplianceCOMPENSATION DISCUSSION AND ANALYSISExecutive SummaryParticipants in Executive Compensation Design and Decision-Making ProcessExecutive Compensation PhilosophyExecutive Compensation Program DesignHow We Establish Executive Compensation LevelsFiscal Year 2017 Compensation DecisionsFiscal Year 2017 Annual Incentive Plan DesignFiscal Year 2017 Long-Term Incentive Plan (LTIP) DesignFiscal Year 2017 Annual and Long-Term Incentive Plan PayoutsOther Benefits and PerquisitesExecutive Compensation Governance Practices and PoliciesCOMPENSATION COMMITTEE REPORTEXECUTIVE COMPENSATION2017 Summary Compensation Table2017 Grants of Plan-Based Awards2017 Outstanding Equity Awards at Fiscal Year End2017 Option Exercises and Stock Vested2017 Pension Benefits2017 Nonqualified Deferred CompensationPotential Payments Upon Termination or Change of ControlEquity Compensation Plan InformationREPORT OF THE AUDIT COMMITTEEAUDIT AND NONAUDIT FEESPROPOSAL 2 NONBINDING RATIFICATION OF INDEPENDENT AUDITOR AND BINDING AUTHORIZATION OF THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO SET AUDITOR REMUNERATIONPROPOSAL 3 ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (SAYONPAY)PROPOSAL 4 TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE MEDTRONIC PLC AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLANQUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETINGOTHER INFORMATIONExpenses of SolicitationShareholder Proposals and Director NominationsDelivery of Documents to Shareholders Sharing an AddressNotice Regarding Adoption of Financial Reporting Standards (FRS) 102OtherAPPENDIX A NONGAAP RECONCILIATIONS A-1APPENDIX B MEDTRONIC PLC AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLAN B-1