Medtronic PLC

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect, by separate resolutions, the twelve named director nominees to serve until the 2027 Annual General Meeting.

2. 2

   Ratification of Appointment of Independent Auditor and Authorization to Set Auditor Remuneration

   ManagementBoard: FOR

   Ratify PricewaterhouseCoopers LLP as independent auditor for fiscal year 2027 and authorize the Board, acting 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

   Approve, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 3 asks shareholders to approve Medtronic’s named executive officer compensation on a non-binding advisory basis under the Exchange Act’s say-on-pay requirement. The disclosed program emphasizes market-competitive pay, pay for performance, shareholder value alignment, and product quality. Between 85% and 93% of target NEO compensation is at risk, while 70% to 82% is allocated to long-term incentives. Annual incentives use organic revenue growth, non-GAAP diluted EPS, free cash flow, quality, and individual performance measures. Long-term incentives combine performance share units, stock options, and restricted stock units, linking realizable value to operating results and stock performance. The Company highlights governance safeguards including stock ownership and retention requirements, clawbacks, payout caps, a ban on hedging and pledging, no option repricing, and double-trigger change-of-control treatment. Management also notes that shareholders approved 93.45% of the say-on-pay vote at the 2025 annual meeting and that shareholder feedback was considered in FY26 compensation decisions. FY26 results included a 103% MIP payout and a 101.5% payout for the FY24–FY26 PSU cycle, although the CEO’s realizable compensation ranked below the Company’s relative performance positioning. The Board recommends voting FOR because it believes the compensation structure appropriately aligns executive incentives with sustained performance and shareholder interests.

4. 4

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

   ManagementBoard: FOR

   Renew the Board’s authority under section 1021 of the Irish Companies Act 2014 to allot and issue relevant securities up to an aggregate nominal amount of $25,599.62, approximately 20% of issued ordinary share capital, for 18 months.

   More detail

   Proposal 4 asks shareholders to renew the Board’s statutory authority to issue already-authorized but unissued shares under section 1021 of Ireland’s Companies Act 2014. The proposed limit is an aggregate nominal amount of $25,599.62, approximately 20% of Medtronic’s issued ordinary share capital as of August 5, 2026. The authority would remain effective for 18 months unless earlier renewed, varied, or revoked. The authorization is not an increase in Medtronic’s authorized share capital and does not approve a specific issuance. Management explains that Irish public companies generally seek this authority annually and that it is routine Irish market practice. The flexibility could support acquisitions, capital raising, or other corporate purposes without requiring a separate shareholder vote for each issuance, subject to applicable law and NYSE and SEC requirements. The current authority expires April 16, 2027, so renewal is intended to avoid a future gap in the Board’s ability to issue shares. If shareholders reject the proposal, Medtronic would have limited ability to issue new shares after that expiration date. The Board recommends voting FOR because it considers the authority fundamental, customary, and consistent with U.S. capital-market governance protections.

5. 5

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

   ManagementBoard: FOR

   Renew the Board’s authority under section 1023 of the Irish Companies Act 2014 to disapply statutory pre-emption rights for rights issues and other cash issuances up to approximately 20% of issued ordinary share capital for 18 months, conditional on approval of Proposal 4.

   More detail

   Proposal 5 asks shareholders to renew the Board’s authority to disapply Irish statutory pre-emption rights when issuing equity securities for cash. The authority would cover pro-rata rights issues, subject to customary exclusions and arrangements, and other cash issuances up to an aggregate nominal value of $25,599.62, approximately 20% of issued ordinary share capital. It would last for 18 months and is expressly conditional on approval of Proposal 4’s share-issuance authority. Without the waiver, Irish law would generally require new cash shares to be offered first to existing shareholders on the same or more favorable terms in proportion to their holdings. Management argues that mandatory pro-rata offerings could delay acquisitions and capital raising. The proposal therefore provides execution flexibility for transactions while preserving the separate statutory and market limits on the issuance authority. Because the waiver can permit cash issuances without a full pro-rata offer, it carries potential dilution and shareholder-protection implications, although the Company describes it as routine Irish practice. Approval requires at least 75% of votes cast because the proposal is a special resolution. The Board recommends voting FOR, asserting that renewal is consistent with Irish law, NYSE standards, and U.S. capital-markets governance practice.

6. 6

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

   ManagementBoard: FOR

   Authorize Medtronic and its subsidiaries, for 18 months, to make open-market purchases of up to 127,998,086 ordinary shares, or 10% of issued and outstanding shares, subject to price limits of 70% to 120% of the prior-day NYSE closing price.

   More detail

   Proposal 6 asks shareholders to authorize Medtronic and any subsidiary to make overseas market purchases of Medtronic ordinary shares under Irish law. The authorization would cover up to 127,998,086 shares, equal to 10% of issued and outstanding shares as of August 5, 2026. It would remain effective for 18 months unless renewed, varied, or revoked earlier. Purchases would be made under Board-approved plans or programs and at prices no lower than 70% and no higher than 120% of the prior trading day’s NYSE closing price. Medtronic says open-market repurchases have historically returned cash to shareholders and managed the number of outstanding shares. The Company can continue to effect repurchases as redemptions under its Articles of Association even without approval, but subsidiaries would not be able to make open-market purchases absent this authorization. The proposal therefore primarily adds structural flexibility rather than creating an entirely new repurchase objective. Actual purchases remain discretionary and depend on the Company’s financial position and the Board’s assessment of shareholder interests. The Board recommends voting FOR because it views the authority as supporting capital-return objectives while operating within defined quantity, price, and duration limits.

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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.