Minimed Group Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect David J. Endicott, D. Keith Grossman, Kevin E. Lofton, and Timothy (Tim) A. Wicks to serve three-year terms expiring at the 2029 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify, on a non-binding basis, the Audit Committee’s appointment of PricewaterhouseCoopers LLP as MiniMed’s independent registered public accounting firm for the fiscal year ending April 30, 2027.

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 MiniMed’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures.

   More detail

   Proposal 3 asks stockholders to provide a non-binding advisory approval of compensation awarded to MiniMed’s named executive officers for the fiscal year ended April 24, 2026. The resolution covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures in the proxy statement. The vote is required by Section 14A of the Exchange Act and does not directly determine whether the compensation is paid or can be recovered. The advisory nature of the vote means that the Board retains legal authority over executive compensation, but it commits to carefully consider the outcome. The compensation program was developed during MiniMed’s transition from Medtronic’s Diabetes Business to a standalone public company following the March 2026 IPO and Separation. The program emphasizes market-competitive pay, shareholder value alignment, pay for performance, quality, equity ownership, and retention. Fiscal 2026 compensation included annual incentive payments, converted Medtronic equity awards, MiniMed IPO grants, and performance-linked equity, reflecting both legacy arrangements and the demands of operating a newly public company. The company also highlights governance protections such as clawbacks, ownership guidelines, limits on hedging and pledging, double-trigger change-in-control treatment, and caps on incentive payouts. The Board unanimously recommends a vote FOR, while acknowledging that it will review the stockholder response in shaping future compensation decisions.

4. 4

   Advisory Vote on Frequency of Say-on-Pay Votes (Say-on-Frequency

   ManagementBoard: FOR

   Recommend, on a non-binding advisory basis, whether future advisory votes on executive compensation should occur every one, two, or three years; the Board recommends an annual vote.

   More detail

   Proposal 4 asks stockholders to recommend whether future advisory Say-on-Pay votes should occur every one, two, or three years. The vote is mandated by Section 14A of the Exchange Act and is non-binding, so it will not legally compel the Board to adopt the frequency receiving the most support. The Board recommends a one-year interval rather than a biennial or triennial vote. Management’s principal rationale is that annual voting gives stockholders direct and recurring input on compensation philosophy, policies, and practices. The Board also views annual voting as consistent with MiniMed’s stated policy of seeking stockholder input on corporate governance and executive compensation. The recommendation is particularly relevant because MiniMed became a standalone public company after its March 2026 IPO and Separation from Medtronic. Its executive compensation program is undergoing a transition from legacy Medtronic arrangements toward a standalone framework, making recurring feedback potentially useful to investors and the Board. The proposal does not change the substance of executive compensation or establish new pay limits; it concerns only the timing of future advisory votes. The Board states that it will carefully consider the result when determining future Say-on-Pay voting frequency. The Board unanimously recommends voting FOR the one-year option.

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When is the Minimed Group Inc 2026 annual meeting?

Minimed Group Inc (MMED) holds its 2026 annual shareholder meeting on Friday, October 9, 2026.

What is the record date for the Minimed Group Inc 2026 meeting?

The record date for the Minimed Group Inc 2026 meeting is Tuesday, August 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Minimed Group Inc's 2026 meeting?

The board is presenting 4 director nominees at the Minimed Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Minimed Group Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Minimed Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.