Minimed Group Inc

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect four Class I director nominees (David J. Endicott, D. Keith Grossman, Kevin E. Lofton, and Timothy A. Wicks) to hold office until the 2029 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify PricewaterhouseCoopers LLP (PwC) as the Company’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

   Non‑binding advisory vote to approve the compensation awarded to the Company’s named executive officers as disclosed in the CD&A, tables and narrative disclosures in the proxy statement for fiscal year 2026.

   More detail

   This advisory (non‑binding) proposal asks stockholders to approve the Company’s executive compensation program as disclosed in the Compensation Discussion and Analysis and accompanying tables for fiscal year 2026. Management is seeking a vote of support to confirm that the structure, levels, and outcomes of pay for named executive officers align with stockholder interests following the Separation and IPO. The vote covers base pay, short‑term incentives (the Medtronic MIP payments as applied to the Diabetes Operating Unit), and long‑term incentives including converted Medtronic equity awards and one‑time IPO grants (NQSOs and performance‑based RSUs tied to a Divestment‑Date stock price hurdle). The Board recommends FOR approval and states it will carefully consider the advisory vote’s outcome when refining pay practices going forward. Key context includes the recent Separation from Medtronic, conversion of legacy Medtronic awards into MiniMed awards (including a 1:5.1399 conversion ratio), and one‑time IPO grants intended to preserve and incent employee value post‑Separation. The compensation program emphasizes pay‑for‑performance features (annual and long‑term metrics, capped payouts, and clawback provisions) and includes governance safeguards such as independent consultant advice, stock ownership guidelines, and double‑trigger change‑in‑control protections. Investors should evaluate this proposal in light of the transitional compensation decisions made at Separation, the company’s near‑term performance measures used for fiscal 2026 payouts, and the fact the vote is advisory and non‑binding on the Board.

4. 4

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

   ManagementBoard: FOR

   Non‑binding advisory vote to select whether future advisory votes to approve named executive officer compensation should occur every one, two, or three years; the Board recommends a one‑year frequency.

   More detail

   This non‑binding proposal asks stockholders to indicate whether the Company’s advisory Say‑on‑Pay vote should occur every one, two, or three years. Management recommends a one‑year frequency, arguing that annual votes allow investors regular input on executive pay and align with the company’s practice of annual proxy disclosures. The question is advisory and non‑binding, but the Board says it will carefully consider results when setting the cadence of future advisory votes. The issue is governance‑oriented rather than financial: it does not change pay practices directly but affects how often stockholders can signal approval or concern about compensation. In the context of MiniMed’s recent Separation and IPO, management contends that annual engagement is valuable as compensation programs and disclosures continue to evolve. For investors, a one‑year vote offers faster feedback loops but can impose administrative cadence; multi‑year votes reduce frequency of engagement but can delay responses to material program changes. The Board’s recommendation for annual voting reflects a governance posture favoring frequent stockholder input during a transitional period for the company, while retaining flexibility because the vote is advisory.

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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.