Medtronic PLC

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect, by separate resolutions, the twelve director nominees named in the proxy statement to hold office until the 2027 Annual General Meeting.

2. 2

   Ratifying the Appointment of Independent Auditor and Authorizing the Audit Committee to Set Auditor Remuneration

   ManagementBoard: FOR

   Ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2027 and authorize, in a binding vote, the Board (through the Audit Committee) to set the auditor’s remuneration.

3. 3

   Advisory Resolution to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   An advisory (non-binding) vote to approve the compensation awarded to the Company’s named executive officers as described in the Compensation Discussion and Analysis and related disclosures.

   More detail

   This advisory Say-on-Pay proposal asks shareholders to approve the Company’s executive compensation program as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management seeks shareholder approval annually as a matter of governance and investor engagement; the Board adopted an annual advisory vote policy and will consider the outcome when making future compensation decisions. The Company’s compensation framework emphasizes pay-for-performance: a substantial majority of named executive officers’ target pay is at-risk and tied to annual (MIP) and long-term (PSU, options, RSU) metrics such as organic revenue growth, non-GAAP diluted EPS, free cash flow, relative TSR, and ROIC, with a quality modifier in the annual plan. The Compensation and Talent Committee retained an independent consultant, benchmarks pay to a 22-company compensation comparison group, and has governance safeguards including clawback provisions, stock ownership and retention guidelines, no single-trigger change-of-control vesting, and caps on incentive payouts. Management argues that the design balances retention and long-term alignment while discouraging excessive short-term risk-taking by mixing financial and non-financial metrics and by weighting long-term incentives heavily. The Board recommends FOR the proposal and cites strong prior shareholder support (93.45% in 2025) and ongoing shareholder outreach as evidence that the program remains appropriately calibrated. A shareholder approving the proposal signals support for current pay design and governance; a negative vote would be advisory but would prompt the Board and Compensation Committee to evaluate and potentially adjust program features. From an investor-perspective, the program’s mix of relative TSR in PSUs and explicit ROIC modifiers makes it responsive to market performance while aiming to preserve responsible capital usage; however, potential critics may note complexity of measures, reliance on non-GAAP adjustments, and the fact the vote is non-binding.

4. 4

   Renewal of the Board’s Authority to Issue Shares Under Irish Law

   ManagementBoard: FOR

   Renew the Board’s general authority under Irish law to allot and issue relevant securities up to approximately 20% of the Company’s issued ordinary share capital for 18 months.

   More detail

   This management proposal requests shareholder renewal of the Board’s general authority under Irish law to allot and issue existing authorized but unissued shares up to approximately 20% of issued capital for an 18-month period. Management frames this as a routine and market-standard authorization for Irish public companies that preserves flexibility to complete financings, strategic acquisitions, or equity-based issuances without first convening a shareholder vote for each issuance. The requested limit (20%) aligns with prior-year authority and with common practice among NYSE-listed companies incorporated in Ireland; the Board emphasizes that the authority does not increase authorized share capital but permits issuance of already-authorized shares. The resolution includes customary language allowing the Board to honor offers made before expiry and is conditioned by standard NYSE and SEC protections that restrict issuance in specified circumstances. The Board recommends a FOR vote, arguing that timely capital-raising and transactional agility are materially important to execute strategy and respond to market opportunities. From a governance perspective, investors should consider the potential dilutive impact of future issuances and review the Company’s past use of such authorities, the stated 18-month term, and the Board’s commitment to shareholder-friendly practices (e.g., seeking renewal at subsequent meetings). The proposal is an ordinary resolution requiring a simple majority and, if approved, will remove the need for ad hoc shareholder approvals for routine allotments within the specified limit. Overall, the authorization is a standard corporate housekeeping measure to maintain operational and financing flexibility while preserving standard shareholder protections.

5. 5

   Renewal of the Board Authority to Opt Out of Statutory Pre-Emption Rights Under Irish Law

   ManagementBoard: FOR

   Renew the Board’s authority to opt out of statutory pre-emption rights for cash issuances (including rights issues and other cash issuances up to ~20% of issued share capital) for 18 months, conditioned on approval of Proposal 4.

   More detail

   This special-resolution proposal asks shareholders to renew the Board’s authority to dis-apply statutory pre-emption (pre-emptive) rights under Irish law for cash issuances, subject to the prior approval of Proposal 4. Pre-emption rights generally require that new cash equity issuances be first offered pro rata to existing shareholders; an opt-out allows the Board to execute rights issues and other cash financings (up to roughly 20% of issued capital) more efficiently when appropriate. Management emphasizes that this is routine market practice for Irish-incorporated, NYSE-listed companies and that the authority is time-limited (18 months) and conditioned to protect shareholders (includes rights-issue carve-out, fractional and jurisdictional exceptions). The resolution requires a 75% majority under Irish law due to its impact on shareholder pre-emption protections and is explicitly conditioned on Proposal 4’s renewal of the Board’s allotment authority. From an investor-analytic perspective, the opt-out facilitates faster access to capital and tactical issuances while increasing the risk of dilution if employed aggressively; therefore, stakeholders should weigh the Company’s stated intent to use it for market-standard purposes against any historical issuance behavior. The Board recommends FOR the renewal, citing the need for flexibility to execute timely financings and acquisitions; shareholders opposed should consider engaging with the Company on intended use cases and limits on dilution. Overall, this is a standard corporate governance authorization balancing operational flexibility with customary safeguards and an 18-month sunset.

6. 6

   Authorization of the Company and Any Subsidiary of the Company to Make Overseas Market Purchases of Medtronic Ordinary Shares

   ManagementBoard: FOR

   Authorize the Company and any subsidiary to make overseas market purchases of up to 10% of outstanding ordinary shares (127,998,086 shares) over 18 months, with permitted price limits of 70%–120% of the prior day’s NYSE closing price.

   More detail

   This management proposal seeks shareholder authorization for the Company and its subsidiaries to make overseas market purchases of up to 10% of outstanding ordinary shares (127,998,086 shares) during an 18-month period, with a maximum price limit of 120% and minimum of 70% of the prior day’s NYSE closing price. Management frames the measure as a continuation of longstanding repurchase practice used to return capital and manage outstanding share count, and highlights that Article 12 already permits redemptions but Irish law requires shareholder authority to permit subsidiaries to execute open-market purchases. The specified cap, price collar, and time-limited authority are governance safeguards that limit potential opportunistic or open-ended repurchases; purchases would be executed when the Board deems price and Company financial condition appropriate. Investors should evaluate the program in the context of the Company’s capital allocation priorities (dividends, M&A, deleveraging) and recent repurchase activity, as well as potential dilution mitigation. The resolution is an ordinary resolution requiring a simple majority and provides operational flexibility without mandating repurchases; the Board retains discretion over timing, amount and funding. From an analytical perspective, the authorization is a standard tool for returning capital and adjusting capital structure, but shareholders should monitor actual repurchase execution and communicate any concerns about timing or impact on investment in operations. The Board recommends FOR the proposal, citing its utility in preserving optionality for share repurchases as part of broader capital allocation.

Upcoming shareholder meetings at Medtronic PLC’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Medtronic PLC 2026 annual meeting?

Medtronic PLC (MDT) holds its 2026 annual shareholder meeting on Thursday, October 15, 2026.

What is the record date for the Medtronic PLC 2026 meeting?

The record date for the Medtronic PLC 2026 meeting is Friday, August 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Medtronic PLC's 2026 meeting?

The board is presenting 12 director nominees at the Medtronic PLC 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Medtronic PLC 2026 meeting?

Shareholders will vote on 6 proposals at the Medtronic PLC 2026 meeting, each tagged with who proposed it and the board's recommendation.