MDT DEF 14A DEF-14A Report Oct. 17, 2024 | Alphaminr
Medtronic plc

MDT DEF 14A Report ended Oct. 17, 2024

MEDTRONIC PLC
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PROXIES
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
DEF 14A
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 4Renewal of the Boards Authority to Issue Shares Under Irish LawDirector IndependenceRelated Party Transactions and Other MattersComplaint Procedure; Communications with DirectorsCodes of Conduct PROPOSAL 5Renewal of the Board Authority to Opt Out of Statutory Pre-Emption Rights Under Irish LawDirector CompensationSHARE OWNERSHIP INFORMATIONSignificant Shareholders PROPOSAL 6Authorization of the Company and Any Subsidiary of the Company to Make Overseas Market Purchases of Medtronic Ordinary SharesBeneficial Ownership of ManagementCOMPENSATION DISCUSSION AND ANALYSIS QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETINGExecutive SummaryProcess Voting by ProxyFiscal Year 2024 Compensation Program Designs How Proxies Will Be VotedFiscal Year 2024 Compensation Decisions Voting at the MeetingExecutive Compensation Governance Practices and Policies Admission to the MeetingOther Benefits and PerquisitesOTHER INFORMATIONCOMPENSATION COMMITTEE REPORT Expenses of SolicitationShareholder Proposals and Director NominationsEXECUTIVE COMPENSATION Delivery of Documents to Shareholders Sharing an Address2024 Summary Compensation Table Other2024 Grants of Plan-Based Awards2024 Awards at Fiscal Year End APPENDIX A Financial and Non-GAAP Reconciliations A-12024 Option Exercises and Stock Vested2024 Pension Benefits2024 Nonqualified Deferred CompensationPotential Payments Upon Termination or Change of ControlEquity Compensation Plan Information2024 CEO Pay Ratio2024 Pay Versus Performance