8-KAccepted Oct 19, 4:23 PM ET
Medtronic plc: president appointment and annual meeting votes
Accepted (ET)
4:23 PM
Oct 19, 2026
Filed
Oct 19, 2026
Documents
14
Size
610.1 KB
Summary
Medtronic plc: president appointment and annual meeting votes
What happened
- The filing says the Board approved the appointment of Michael Marinaro to the role of president, Medtronic, effective Oct 14, 2026. Mr. Marinaro will continue to report to Geoffrey S. Martha and will exercise oversight responsibility for the company’s Greater China operations while Alex Gu continues local management.
- The filing says the Compensation and Talent Committee approved changes to Mr. Marinaro’s compensation for fiscal 2027, and the company held its annual general meeting on Oct 15, 2026. The filing also furnishes a press release dated Oct 15, 2026 as Exhibit 99.1 under Regulation FD disclosure.
Key details
- The filing says Mr. Marinaro’s annual base salary for fiscal 2027 will be $1,000,000 and his target annual incentive opportunity will remain 100% of his annual base salary.
- The filing says the Committee approved supplemental fiscal 2027 long-term incentive awards with an aggregate target value of approximately $3,250,000, consisting of: a performance share unit award with a target value of $1,625,000 (vesting Apr 27, 2029 based on fiscal 2027–2029 performance); a stock option award with a grant date value of $975,000 (vesting in four equal annual installments beginning Aug 3, 2027, ten-year term); and a restricted stock unit award with a value of $650,000 (vesting in full on Aug 3, 2029). The awards are to be granted on Nov 2, 2026 pursuant to the company’s long-term incentive plan.
- The filing says there were 1,279,980,861 ordinary shares outstanding as of the record date Aug 21, 2026 and that 1,116,484,432 shares were present in person or by proxy at the annual general meeting, constituting a quorum.
- The filing reports the voting results of the Oct 15, 2026 meeting, including ratification of PricewaterhouseCoopers LLP as independent auditor (FOR 1,008,390,318; AGAINST 107,394,197; ABSTAIN 699,917) and approval, in a non-binding advisory vote, of named executive officer compensation (FOR 936,336,164; AGAINST 62,496,763; ABSTAIN 2,787,339). The filing says the shareholders elected each of the twelve director nominees by separate resolutions.
Why it may matter
- The filing reports Item 5.02 (appointment of an officer and related compensatory arrangements), Item 5.07 (submission of matters to a vote of security holders and vote results), and Item 7.01 (Regulation FD disclosure furnishing a press release). The filing does not show why the insider traded or why the company acted.