MDT DEF 14A DEF-14A Report Dec. 6, 2019 | Alphaminr
Medtronic plc

MDT DEF 14A Report ended Dec. 6, 2019

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 ManagementDelinquent Section 16(a) ReportsCOMPENSATION DISCUSSION AND ANALYSISExecutive SummaryParticipants in Executive Compensation Design and Decision-Making ProcessExecutive Compensation Program DesignHow We Establish Executive Compensation LevelsFiscal Year 2019 Compensation DecisionsFiscal Year 2019 Annual Medtronic Incentive Plan (MIP) DesignFiscal Year 2019 Long-Term Incentive Plan (LTIP) DesignFiscal Year 2019 Annual and Long-Term Incentive Plan PayoutsOther Benefits and PerquisitesExecutive Compensation Governance Practices and PoliciesCOMPENSATION COMMITTEE REPORTEXECUTIVE COMPENSATION2019 Summary Compensation Table2019 Grants of Plan-Based Awards2019 Outstanding Equity Awards at Fiscal Year End2019 Option Exercises and Stock Vested2019 Pension Benefits2019 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 APPOINTMENT 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)PROPOSAL 4 RENEWAL OF THE BOARDS AUTHORITY TO ISSUE SHARES UNDER IRISH LAWPROPOSAL 5 RENEWAL OF THE BOARDS AUTHORITY TO OPT OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAWPROPOSAL 6 AUTHORIZATION OF THE COMPANY AND ANY SUBSIDIARY OF THE COMPANY TO MAKE OVERSEAS MARKET PURCHASES OF MEDTRONIC ORDINARY SHARESQUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETINGVoting by ProxyHow Proxies will be VotedVoting at the MeetingAdmission to the MeetingOTHER INFORMATIONExpenses of SolicitationShareholder Proposals and Director NominationsDelivery of Documents to Shareholders Sharing an AddressOtherAPPENDIX A FINANCIAL AND NON-GAAP RECONCILIATIONS A-1