MDT DEF 14A DEF-14A Report Aug. 24, 2018 | Alphaminr
Medtronic plc

MDT DEF 14A Report ended Aug. 24, 2018

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 Program DesignHow We Establish Executive Compensation LevelsFiscal Year 2018 Compensation DecisionsFiscal Year 2018 Annual Medtronic Incentive Plan (MIP) DesignFiscal Year 2018 Long-Term Incentive Plan (LTIP) DesignFiscal Year 2019 LTPP Design ChangeFiscal Year 2018 Annual and Long-Term Incentive Plan PayoutsOther Benefits and PerquisitesExecutive Compensation Governance Practices and PoliciesCOMPENSATION COMMITTEE REPORTEXECUTIVE COMPENSATION2018 Summary Compensation Table2018 Grants of Plan-Based Awards2018 Outstanding Equity Awards at Fiscal Year End2018 Option Exercises and Stock Vested2018 Pension Benefits2018 Nonqualified Deferred CompensationPotential Payments Upon Termination or Change of ControlEquity Compensation Plan InformationREPORT OF THE AUDIT COMMITTEEAUDIT AND NON-AUDIT FEESPROPOSAL 2 NON-BINDING 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 (SAY-ON-PAY)QUESTIONS 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 FINANCIAL AND NON-GAAP RECONCILIATIONS A-1