Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 22, 2022, the Board of Directors (Board) of Medtronic plc (Company)
increased the size of the Board from 10 to 11 and appointed Lidia L. Fonseca as
a new director of the Company, in each case effective as of June 27, 2022. Ms.
Fonseca has been appointed to serve on the Science and Technology committee and
Compensation committee of the Board.
In connection with her appointment to the Board, pursuant to the Company's
non-employee director compensation policy, Ms. Fonseca will 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
Definitive Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on October 8, 2021.
There were no arrangements or understandings between Ms. Fonseca and any other
persons pursuant to which she was selected as a director, and neither Ms.
Fonseca nor any of her 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 Ms. Fonseca's appointment was issued on June 27,
2022. A copy of such press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) List of Exhibits
Exhibit Number Description
99.1 Press release of Medtronic plc, dated June 2 7, 2022
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document).
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