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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K
_____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2025
_____________________________
Medtronic plc
(Exact name of Registrant as Specified in its Charter)
_____________________________
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| Ireland | | 1-36820 | | 98-1183488 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
Building Two
Parkmore Business Park West
Galway, Ireland
(Address of principal executive offices) (Zip Code)
+353 1 438-1700
(Registrant’s telephone number, including area code) | | |
|
| Not Applicable |
| Former name or former address, if changed since last report |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Ordinary shares, par value $0.0001 per share | MDT | New York Stock Exchange |
| 0.000% Senior Notes due 2025 | MDT/25A | New York Stock Exchange |
| 2.625% Senior Notes due 2025 | MDT/25B | New York Stock Exchange |
| 1.125% Senior Notes due 2027 | MDT/27 | New York Stock Exchange |
| 0.375% Senior Notes due 2028 | MDT/28 | New York Stock Exchange |
| 3.000% Senior Notes due 2028 | MDT/28A | New York Stock Exchange |
| 3.650% Senior Notes due 2029 | MDT/29 | New York Stock Exchange |
| 1.625% Senior Notes due 2031 | MDT/31 | New York Stock Exchange |
| 1.000% Senior Notes due 2031 | MDT/31A | New York Stock Exchange |
| 3.125% Senior Notes due 2031 | MDT/31B | New York Stock Exchange |
| 0.750% Senior Notes due 2032 | MDT/32 | New York Stock Exchange |
| 3.375% Senior Notes due 2034 | MDT/34 | New York Stock Exchange |
| 3.875% Senior Notes due 2036 | MDT/36 | New York Stock Exchange |
| 2.250% Senior Notes due 2039 | MDT/39A | New York Stock Exchange |
| 1.500% Senior Notes due 2039 | MDT/39B | New York Stock Exchange |
| 1.375% Senior Notes due 2040 | MDT/40A | New York Stock Exchange |
| 4.150% Senior Notes due 2043 | MDT/43A | New York Stock Exchange |
| 1.750% Senior Notes due 2049 | MDT/49 | New York Stock Exchange |
| 1.625% Senior Notes due 2050 | MDT/50 | New York Stock Exchange |
| 4.150% Senior Notes due 2053 | MDT/53 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 2.02. | Results of Operations and Financial Condition |
On August 19, 2025, Medtronic plc, a public limited company organized under the laws of Ireland, issued a press release announcing its first quarter fiscal year 2026 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 18, 2025, the Board of Directors (Board) of Medtronic plc (Company) increased the size of the Board from 11 to 13 and appointed John Groetelaars and William Jellison as new directors of the Company, in each case, effective as of August 19, 2025. Mr. Jellison has been appointed to serve on the newly created Growth committee of the Board and the newly created Operations committee of the Board, and Mr. Groetelaars has been appointed to serve on the newly created Growth committee of the Board.
In connection with the appointment of Messrs. Groetelaars and Jellison to the Board, pursuant to the Company’s non-employee director compensation policy, Messrs. Groetelaars and Jellison will each be eligible to receive an annual cash retainer and a director equity grant, in each case as described under “Corporate Governance—Director Compensation” in the Company’s Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 5, 2025.
There were no arrangements or understandings between either Mr. Groetelaars and any other persons pursuant to which he was selected as a director, and neither Mr. Groetelaars nor any of his immediate family has been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
Similarly, there were no arrangements or understandings between Mr. Jellison and any other persons pursuant to which he was selected as a director, and neither Mr. Jellison nor any of his immediate family has been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
A press release announcing the appointments of Mr. Groetelaars and Mr. Jellison was issued on August 19, 2025. A copy of such press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
(d) List of Exhibits | | | | | | | | |
| Exhibit Number | | Description |
| |
99.1 | | First quarter and fiscal year 2026 earnings press release of Medtronic plc, dated August 19, 2025 |
99.2 | | Press release of Medtronic plc, dated August 19, 2025 |
| 104 | | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | | | |
| | | | | | Medtronic plc |
| | | |
| | | | By | | /s/ Thierry Piéton |
Date: August 19, 2025 | | | | | | Thierry Piéton |
| | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
EXHIBIT INDEX
| | | | | | | | |
| Exhibit Number | | Description |
| |
99.1 | | First quarter and fiscal year 2026 earnings press release of Medtronic plc, dated August 19, 2025 |
99.2 | | Press release of Medtronic plc, dated August 19, 2025 |
| 104 | | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
