Item 5.07 Submission of Matters to a Vote of Security Holders
OnDecember 8, 2022 ,Medtronic plc , a public limited company organized under the laws ofIreland (the "Company"), held its 2022 Annual General Meeting of Shareholders in order to: (1) elect, by separate resolutions, eleven directors, each to hold office until the 2023 Annual General Meeting of the Company and until his or her successor is elected; (2) ratify, in a non-binding vote, the appointment ofPricewaterhouseCoopers LLP as the Company's independent auditor for fiscal year 2023 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, named executive officer compensation; (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 onOctober 11, 2022 , the record date of the Annual General Meeting, 1,330,070,251 Company ordinary shares were outstanding and entitled to vote. The holders of a total of 1,160,421,233 ordinary shares were present at the Annual General Meeting, either in person or by proxy, which total was not less than a majority of the issued and outstanding ordinary shares entitled to vote and thus constituted 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 each of the eleven nominees to the Board of Directors, to hold office until the 2023 Annual General Meeting of the Company and until his or her successor is elected, as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTE Richard H. Anderson 982,165,958 61,475,254 831,052 115,948,969 Craig Arnold 1,006,424,719 28,982,687 9,064,858 115,948,969 Scott C. Donnelly 1,023,458,233 20,095,049 918,982 115,948,969 Lidia L. Fonseca 1,027,825,711 15,881,098 765,455 115,948,969 Andrea J. Goldsmith, Ph.D. 1,040,386,088 3,158,654 927,522 115,948,969 Randall J. Hogan, III 1,034,757,456 8,853,730 861,078 115,948,969 Kevin E. Lofton 1,040,312,283 3,322,096 837,885 115,948,969 Geoffrey S. Martha 966,120,676 71,626,975 6,724,613 115,948,969 Elizabeth G. Nabel, M.D. 910,568,825 133,144,537 758,902 115,948,969 Denise M. O'Leary 953,636,260 89,936,614 899,390 115,948,969 Kendall J. Powell 939,339,071 104,313,760 819,433 115,948,969 2. The shareholders ratified, in a non-binding vote, the appointment ofPricewaterhouseCoopers LLP as the Company's independent auditor for fiscal year 2023 and authorized, in a binding vote, the Company's Board of Directors, acting through the Audit Committee, to set the auditor's remuneration. FOR AGAINST ABSTAIN
1,069,480,945 89,379,651 1,560,637
3. The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company's named executive officers.
FOR AGAINST ABSTAIN BROKER NON-VOTE 972,415,707 69,940,489 2,116,068 115,948,969
-------------------------------------------------------------------------------- 4. The shareholders approved renewal of the Board's authority to issue shares. FOR AGAINST ABSTAIN 1,146,144,000 11,969,471 2,307,762 5. The shareholders approved renewal of the Board's authority to opt out of pre-emption rights. FOR AGAINST ABSTAIN 1,136,000,204 21,877,612 2,543,417
6. The shareholders approved authorization of the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares.
FOR AGAINST ABSTAIN 1,129,189,149 27,068,953 4,163,131
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