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Medtronic plc

NYSE:MDT
Annual Meeting

of Shareholders

MEETING DATE

10/15/2026
DEF 14A FILED
08/17/2026
PUBLISHED
08/17/2026 8:33 pm
TIME TO PUBLISH
08/19/2026
METHODOLOGY
approve
EXCHANGE NYSE:MDT· CUSIP G5960L103 · CLASS ordinary shares · CIK 0001613103

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

16
FOR
1
AGAINST
0
WITHHOLD
17
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1a
Election of Craig Arnold
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated Craig Arnold for reelection at the 2026 Annual General Meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1b
Election of Scott C. Donnelly
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated Scott C. Donnelly for reelection at the 2026 Annual General Meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1c
Election of Lidia L. Fonseca
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated Lidia L. Fonseca for reelection at the 2026 Annual General Meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1d
Election of John P. Groetelaars
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated John P. Groetelaars for reelection at the 2026 Annual General Meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1e
Election of Randall J. Hogan, III
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated Randall J. Hogan, III for reelection at the 2026 Annual General Meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1f
Election of William R. Jellison
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated William R. Jellison for reelection at the 2026 Annual General Meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1g
Election of Joon S. Lee, M.D.
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated Joon S. Lee, M.D. for reelection at the 2026 Annual General Meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1h
Election of Gregory P. Lewis
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated Gregory P. Lewis for reelection at the 2026 Annual General Meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1i
Election of Kevin E. Lofton
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated Kevin E. Lofton for reelection at the 2026 Annual General Meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1j
Election of Geoffrey (Geoff) Martha
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated Geoffrey (Geoff) Martha for reelection at the 2026 Annual General Meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1k
Election of Elizabeth G. Nabel, M.D.
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated Elizabeth G. Nabel, M.D. for reelection at the 2026 Annual General Meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
1l
Election of Kendall J. Powell
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated Kendall J. Powell for reelection at the 2026 Annual General Meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
Non-Binding Ratification of Appointment of Independent Auditor and Binding Authorization of the Board of Directors, Acting Through the Audit Committee, to Set Auditor Remuneration
auditor
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Audit Committee appointed PricewaterhouseCoopers for fiscal year 2027 and submitted the appointment for shareholder ratification.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
Advisory Resolution to Approve Named Executive Officer Compensation (Say-on-Pay)
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Shareholders approved named executive officer compensation by 93.45% of votes cast at the 2025 annual meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
Renewal of the Board's Authority to Issue Shares Under Irish Law
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

If not approved, the Company will have a limited ability to issue new shares after April 16, 2027.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
Renewal of the Board's Authority to Opt Out of Statutory Pre-Emption Rights Under Irish Law
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Without this authorization, existing shareholders would first have to be offered shares on a pro-rata basis.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
Authorization of the Company and Any Subsidiary of the Company to Make Overseas Market Purchases of Medtronic Ordinary Shares
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The proposal would authorize open market purchases of up to 10% of issued and outstanding shares.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

351f3770bfac6e3ea94833171d92a3991b75b2233fc97d558fde875a28ad3410

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