UNITES 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 23, 2012
Medtronic, Inc.
(Exact name of Registrant as Specified in its Charter)
| Minnesota | 1-7707 | 41-0793183 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 710 Medtronic Parkway Minneapolis, Minnesota | 55432 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code): (763) 514-4000
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) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On August 23, 2012, Medtronic, Inc. (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”) to: (1) elect ten directors each for a one-year term; (2) ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2013; (3) approve, in a non-binding advisory vote, named executive officer compensation; (4) amend and restate the Company’s Articles of Incorporation to provide for a majority vote in uncontested elections of directors; (5) consider and vote upon a shareholder proposal entitled “Proxy Access”; and (6) consider and vote upon a shareholder proposal entitled “Adopt Simple Majority Vote.”
At the close of business on June 25, 2012, the record date of the Annual Meeting, the Company had 1,025,039,711 shares of common stock issued and outstanding. The holders of a total of 852,418,500 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a majority of the issued and outstanding shares on the record date of the Annual Meeting.
The final voting results and the votes used to determine the results for each proposal are set forth below:
| 1. | The shareholders elected each of the ten nominees to the Board of Directors to serve for one-year terms, as follows: |
| For | For (Percent of Shares Voted) |
Withheld | Withheld (Percent of Shares Voted) |
Broker Non-Vote | ||||||||||||||||
| Richard H. Anderson |
723,395,506 | 97.02 | % | 22,250,249 | 2.98 | % | 106,772,745 | |||||||||||||
| Victor J. Dzau, M.D. |
652,916,111 | 87.56 | % | 92,729,644 | 12.44 | % | 106,772,745 | |||||||||||||
| Omar Ishrak |
723,068,313 | 96.97 | % | 22,577,442 | 3.03 | % | 106,772,745 | |||||||||||||
| Shirley Ann Jackson, Ph.D. |
662,509,756 | 88.85 | % | 83,135,999 | 11.15 | % | 106,772,745 | |||||||||||||
| Michael O. Leavitt |
739,751,450 | 99.21 | % | 5,894,305 | 0.79 | % | 106,772,745 | |||||||||||||
| James T. Lenehan |
740,079,642 | 99.25 | % | 5,566,113 | 0.75 | % | 106,772,745 | |||||||||||||
| Denise M. O’Leary |
723,306,621 | 97.00 | % | 22,339,134 | 3.00 | % | 106,772,745 | |||||||||||||
| Kendall J. Powell |
723,917,611 | 97.09 | % | 21,728,144 | 2.91 | % | 106,772,745 | |||||||||||||
| Robert C. Pozen |
738,742,306 | 99.07 | % | 6,903,449 | 0.93 | % | 106,772,745 | |||||||||||||
| Jack W. Schuler |
641,073,069 | 85.98 | % | 104,572,686 | 14.02 | % | 106,772,745 | |||||||||||||
| 2. | The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2013 fiscal year. |
| Votes | Percent of SharesVoted | |||||||
| For |
839,550,771 | 98.49 | % | |||||
| Against |
10,660,859 | 1.25 | % | |||||
| Abstain |
2,206,870 | 0.26 | % | |||||
| 3. | The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company’s named executive officers. |
| Votes | Percent of SharesVoted | |||||||
| For |
605,321,988 | 81.18 | % | |||||
| Against |
135,837,536 | 18.22 | % | |||||
| Abstain |
4,486,231 | 0.60 | % | |||||
| Broker Non-Vote |
106,772,745 | N/A | ||||||
| 4. | The shareholders did not approve the proposal to amend and restate the Company’s Articles of Incorporation to provide for majority vote in uncontested elections of directors. |
| Votes | Percent of Shares Outstanding |
|||||||
| For |
739,186,029 | 72.11 | % | |||||
| Against |
4,772,808 | 0.47 | % | |||||
| Abstain |
1,686,918 | 0.16 | % | |||||
| Broker Non-Vote |
106,772,745 | N/A | ||||||
| 5. | The shareholders did not approve the shareholder proposal entitled “Proxy Access.” |
| Votes | Percent of Shares Voted | |||||||
| For |
54,857,884 | 7.36 | % | |||||
| Against |
686,472,701 | 92.06 | % | |||||
| Abstain |
4,315,170 | 0.58 | % | |||||
| Broker Non-Vote |
106,772,745 | N/A | ||||||
| 6. | The shareholders approved the shareholder proposal entitled “Adopt Simple Majority Vote.” |
| Votes | Percent of Shares Voted | |||||||
| For |
492,177,485 | 66.01 | % | |||||
| Against |
250,291,934 | 33.57 | % | |||||
| Abstain |
3,176,336 | 0.43 | % | |||||
| Broker Non-Vote |
106,772,745 | N/A | ||||||
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.
| MEDTRONIC, INC.
| ||||
| By | /s/ D. Cameron Findlay | |||
| Date: August 28, 2012 | D. Cameron Findlay | |||
| Senior Vice President, General Counsel and Corporate Secretary |