MDT DEF 14A DEF-14A Report Oct. 19, 2023 | Alphaminr
Medtronic plc

MDT DEF 14A Report ended Oct. 19, 2023

MEDTRONIC PLC
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DEF 14A
Filed on Aug. 9, 2024
DEF 14A
Filed on Aug. 11, 2023
DEF 14A
Filed on Aug. 19, 2022
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Filed on Aug. 27, 2021
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Filed on Aug. 14, 2020
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Filed on Aug. 16, 2019
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Filed on Aug. 24, 2018
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Filed on Aug. 28, 2017
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Filed on Aug. 10, 2016
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Filed on July 24, 2015
TABLE OF CONTENTS
PROXY SUMMARY REPORT OF THE AUDIT COMMITTEECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AUDIT AND NON-AUDIT FEESPROPOSAL 1Election of Directors PROPOSAL 2Non-Binding Ratification of Appointment of Independent Auditor and Binding Authorization of the Board of Directors, Acting Through the Audit Committee, to Set Auditor RemunerationDirectors and NomineesCORPORATE GOVERNANCECorporate Governance PrinciplesBoard Performance Evaluations PROPOSAL 3Advisory Resolution to Approve Named Executive Officer Compensation (Say-On-Pay)Lead Independent Director and Chairman; Executive SessionsBoard Role in Risk OversightCompensation Risk AssessmentCommittees of the Board and Meetings PROPOSAL 4 Approving the Companys 2024 Employee Stock Purchase PlanDirector IndependenceRelated Party Transactions and Other MattersComplaint Procedure; Communications with Directors PROPOSAL 5Renewal of the Boards Authority to Issue Shares Under Irish LawCodes of ConductDirector CompensationSHARE OWNERSHIP INFORMATION PROPOSAL 6Renewal of the Board Authority to Opt Out of Statutory Pre-Emption Rights Under Irish LawSignificant ShareholdersBeneficial Ownership of ManagementDelinquent Section 16(a) ReportsPROPOSAL 7Authorization of the Company and Any Subsidiary of the Company to Make Overseas Market Purchases of Medtronic Ordinary SharesCOMPENSATION DISCUSSION AND ANALYSISExecutive SummaryProcessFiscal Year 2023 Compensation Program Designs QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETINGFiscal Year 2023 Compensation DecisionsExecutive Compensation Governance Practices and Policies Voting by ProxyOther Benefits and Perquisites How Proxies will be VotedVoting at the MeetingCOMPENSATION COMMITTEE REPORT Admission to the MeetingEXECUTIVE COMPENSATION OTHER INFORMATION2023 Summary Compensation Table Expenses of Solicitation2023 Grants of Plan-Based Awards Shareholder Proposals and Director Nominations2023 Awards at Fiscal Year End Delivery of Documents to Shareholders Sharing an Address2023 Option Exercises and Stock Vested Other2023 Pension Benefits2023 Nonqualified Deferred Compensation APPENDIX A Financial and Non-GAAP Reconciliations A-1Potential Payments Upon Termination or Change of ControlEquity Compensation Plan Information2023 CEO Pay Ratio APPENDIX BEmployee Stock Purchase Plan B-12023 Pay Versus Performance