Medtronic plc (0001613103) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2026

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Medtronic plc

(Exact name of Registrant as Specified in its Charter)

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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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On October 15, 2026, the Board of Directors (the "Board") of Medtronic plc (the “Company”) approved the appointment of Michael Marinaro, Executive Vice President and President, Medical Surgical Portfolio, Americas, and Global Commercial Operations to the role of President, Medtronic, effective October 14, 2026. In this expanded role, Mr. Marinaro will continue with his current responsibilities, in addition to exercising oversight responsibility for the Company’s Greater China operations, which will continue to be managed locally by Alex Gu, Senior Vice President and President, Greater China. Mr. Marinaro will continue to report to Geoffrey S. Martha, who will continue to serve as the Company’s Chairman of the Board of Directors and Chief Executive Officer.

In connection with Mr. Marinaro’s appointment as President, Medtronic, the Compensation and Talent Committee (the "Committee") of the Board approved changes to his compensation, including an increase in Mr. Marinaro's annual base salary to $1,000,000 for all of fiscal year 2027. Mr. Marinaro's target annual incentive opportunity under the Medtronic Incentive Plan will continue to equal 100% of his annual base salary. In addition, the Committee approved supplemental fiscal year 2027 long-term incentive awards with an aggregate target value of approximately $3.25 million, consisting of (i) a performance share unit award with a target value of $1.625 million, (ii) a stock option award with a grant date value of $975,000 and (iii) a restricted stock unit award with a value of $650,000, each to be granted on November 2, 2026 pursuant to the Company’s 2021 Medtronic plc Long-Term Incentive Plan (the "Plan"). The performance share unit award will vest on April 27, 2029 based on the Company’s fiscal year 2027 through fiscal year 2029 performance. The stock option award will vest in four equal annual installments beginning August 3, 2027, and will have a ten-year term. The restricted stock unit award will vest in full on August 3, 2029. The awards are subject to the terms and conditions of the applicable award agreements and the Plan.

On October 15, 2026, the Company held its Annual General Meeting in order to: (1) elect, by separate resolutions, twelve directors, each to hold office until the 2027 Annual General Meeting of the Company and until his or her successor is elected; (2) ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2027 and authorize, in a binding vote, the Company’s Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration; (3) approve, in a non-binding advisory vote, the compensation of the Company's named executive officers; (4) renew the Board’s authority to issue shares; (5) renew the Board’s authority to opt out of pre-emption rights; and (6) authorize the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.

At the close of business on August 21, 2026, the record date for the Annual General Meeting, 1,279,980,861 Company ordinary shares, par value $0.0001 per share (“ordinary shares”), were outstanding and entitled to vote. The holders of a total of 1,116,484,432 ordinary shares were present at the Annual General Meeting, either in person or by proxy, constituting a quorum.

The final voting results and the votes used to determine the results for each proposal are set forth below:

1.The shareholders elected, by separate resolutions, each of the twelve nominees to the Board of Directors to hold office until the 2027 Annual General Meeting of the Company and until his or her successor is elected, as follows:

2. The shareholders ratified, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as Medtronic’s independent auditor for fiscal year 2027 and authorized, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration.

3. The shareholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers.

4. The shareholders approved renewal of the Board’s authority to issue shares under Irish law.

5. The shareholders approved renewal of the Board’s authority to opt out of pre-emption rights under Irish law.

6. The shareholders authorized the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.

On October 15, 2026, the Company announced that the exchange offer relating to the separation of MiniMed Group, Inc. had settled and that the separation was complete. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

(d) List of Exhibits

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.