Medtronic (MDT) Proxy filing summary

Executive summary

• The 2026 Annual General Meeting will be held on October 15, 2026, in Galway, Ireland, with shareholders of record as of August 21, 2026, eligible to vote.

• Shareholders can vote on six key proposals, including director elections, auditor ratification, executive compensation, share issuance authority, pre-emption rights, and share repurchase authorization.

• The company reported strong FY26 financial performance, with $36.4B in revenue (up 8.4% reported, 5.8% organic), and significant operational and innovation achievements.

• Major sustainability, health equity, and inclusion milestones were reached, including DJSI World Index inclusion and progress toward net zero emissions.

Voting matters and shareholder proposals

• Proposal 1: Election of twelve directors to serve until the 2027 AGM.

• Proposal 2: Ratification of PricewaterhouseCoopers as independent auditor for FY27 and authorization for the Board to set remuneration.

• Proposal 3: Advisory approval of executive compensation (Say-on-Pay).

• Proposal 4: Renewal of Board authority to issue shares under Irish law.

• Proposal 5: Renewal of Board authority to opt out of statutory pre-emption rights.

• Proposal 6: Authorization for the company and subsidiaries to make overseas market purchases of ordinary shares.

Board of directors and corporate governance

• The Board consists of twelve members, with 92% independence, average tenure of 7.4 years, and 17% female and 33% racial diversity.

• Board committees include Audit, Compensation and Talent, Growth, Nominating and Corporate Governance, Operations, and Quality.

• Annual board and committee self-evaluations are conducted, and a Lead Independent Director ensures independent oversight.

• Shareholder engagement is ongoing, with feedback incorporated into governance and compensation decisions.