Electing, by separate resolutions, the eleven director nominees named in the proxy statement to hold office until the 2023 Annual General Meeting of Medtronic plc (the “Company”);

Ratifying, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2023 and authorizing, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration;

Approving, on an advisory basis, the Company’s executive compensation;

Renewing the Board of Directors’ authority to issue shares under Irish law;

Renewing the Board of Directors’ authority to opt out of pre-emption rights under Irish law;

Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares;

Receiving and considering the Company’s Irish Statutory Financial Statements for the fiscal year ended April 29, 2022 and the reports of the directors and auditors thereon, and reviewing the affairs of the Company; and

Transacting any other business that may properly come before the meeting.

Depending on concerns about and developments relating to the COVID-19 pandemic, we may need to change the date, time, location and or format of the meeting, subject to Irish law requirements. The Company would publicly announce any such changes and how to participate in the meeting by press release and a filing with the U.S. Securities and Exchange Commission (“SEC”) as soon as practicable prior to the meeting. Any such determinations and changes will be made and communicated in accordance with Irish law and SEC rules and requirements. The Company will be obliged to comply with any legal restrictions that are imposed as a consequence of COVID-19 and that affect the meeting.

If possible, please vote your shares over the internet using the instructions found in the Notice. Alternatively, you may request a printed copy of the proxy materials and vote using the toll-free telephone number on the proxy card or by marking, signing, dating and mailing your proxy form in the postage-paid envelope that will be provided. Voting by any of these methods will not limit your right to vote during the Annual General Meeting. All proxies will be forwarded to the Company’s registered office electronically.

Under New York Stock Exchange rules, if you hold your shares in “street” name through a brokerage account, your broker will NOT be able to vote your shares on non-routine matters being considered at the Annual General Meeting unless you have given instructions to your broker prior to the meeting on how to vote your shares. Proposals 1 and 3 are considered non-routine matters under New York Stock Exchange rules. This means that you must give specific voting instructions to your broker on how to vote your shares so that your vote can be counted.

Proxy Summary

Date and Time:*

Thursday, December 8, 2022 at 8:00 a.m. Local Time

Commence Mail Date:

October 27, 2022

Record Date:

October 11, 2022

Depending on concerns about and developments relating to the COVID-19 pandemic, we may need to change the date, time, location and or format of the meeting, subject to Irish law requirements. The Company would publicly announce any such changes and how to participate in the meeting by press release and a filing with the U.S. Securities and Exchange Commission (“SEC”) as soon as practicable prior to the meeting. Any such determinations and changes will be made and communicated in accordance with Irish law and SEC rules and requirements. The Company will be obliged to comply with any legal restrictions that are imposed as a consequence of COVID-19 and that affect the meeting.

  Method

Internet

Internet and telephone voting are available 24 hours a day, seven days a week up to these deadlines:

Shares held through the Medtronic Savings and Investment Plan and the Medtronic Puerto Rico Employees’ Savings and Investment Plan – 11:59 p.m., Eastern Standard Time, on December 5, 2022

Registered Shareholders or Beneficial Owners – 11:59 p.m., Eastern Standard Time, on December 7, 2022

Telephone

Shares held through the Medtronic Savings and Investment Plan and the Medtronic Puerto Rico Employees’ Savings and Investment Plan – 11:59 p.m., Eastern Standard Time, on December 5, 2022

Registered Shareholders or Beneficial Owners – 11:59 p.m., Eastern Standard Time, on December 7, 2022

Mail

If you received paper copies of our proxy materials, mark your selections on the enclosed proxy card

•  Date and sign your name exactly as it appears on proxy card

•  Promptly mail the proxy card in the enclosed postage-paid envelope

Return promptly to ensure it is received before the date of the Annual General Meeting

Shares held through the Medtronic Savings and Investment Plan and the Medtronic Puerto Rico Employees’ Savings and Investment Plan – 11:59 p.m., Eastern Standard Time, on December 5, 2022

Registered Shareholders or Beneficial Owners – 11:59 p.m., Eastern Standard Time, on December 7, 2022

Proxy Summary

IF YOU WISH TO ATTEND THE ANNUAL GENERAL MEETING, YOU MUST EITHER REQUEST AN ADMISSION TICKET IN ADVANCE OR BRING PROOF OF OWNERSHIP OF ORDINARY SHARES TO THE MEETING.

YOUR VOTE IS IMPORTANT! PLEASE CAST YOUR VOTE AND PLAY A PART IN THE FUTURE OF MEDTRONIC.

Proposal

Proxy Summary

Committee Memberships

Other

Current

Public

Boards 

Name

Director

Since

Richard H. Anderson

Craig Arnold ⁽²⁾

Scott C. Donnelly

Lidia L. Fonseca

Andrea J. Goldsmith, Ph.D.

Randall J. Hogan, III

Kevin E. Lofton

Geoffrey S. Martha

Elizabeth G. Nabel, M.D.

Denise M. O’Leary

Kendall J. Powell

As of July 1, 2022.

Lead Independent Director.

Effective June 27, 2022.

Proxy Summary

Strong Lead Independent Director

See page 19

Annual Board and Committee
Evaluation Processes

See page 19

Robust Risk Management Program

See page 20

Stock Ownership Guidelines
for Named Executive Officers
and Directors

See pages 31 and 50

Annual Board of Director Elections
and Majority Voting for Directors

See pages 3 and 12

Regular Executive Sessions of

Independent Directors

See page 20

ESG Oversight Responsibility

See page 10

Sustainability and ESG Highlights

See page 9

Corporate Governance Principles

See page 19

Proxy Summary

Proxy Summary

Continued Transformation – first full year working under the Company’s new operating model and enhanced “Medtronic Mindset” culture of acting boldly, competing to win, moving with speed and decisiveness, fostering belonging, and delivering results the right way;

Proxy Summary

Scientific Evidence and Product Pipeline – conducted approximately 300 clinical trials globally and received over 200 regulatory approvals across the U.S., Europe, Japan, and China;

Future Innovation Investment – Record organic R&D spend of $2.7 billion to fuel innovative product pipeline;

Environmental, Social, and Governance – selected for inclusion on the Dow Jones Sustainability World Index (DJSI World) as one of the world’s leading companies for sustainability; hosted its inaugural ESG investor briefing where company leaders highlighted its sustainability strategy;

Healthcare Access – Medtronic LABS has screened over 1 million people, with 40,000 lives improved and 2,500 healthcare workers trained; announced partnership with Amazon Web Services to deliver better colon screening in underserved communities using our GI Genius;

Health Equity – announced partnership with Amazon Web Services and the American Society for Gastrointestinal Endoscopy (ASGE) to deliver better colon screening in communities with low screening rates using Medtronic GI Genius intelligent endoscopy modules;

Net Zero Carbon Emissions – announced ambition of achieving net zero carbon emissions within the Company’s operations and across its value chain (scopes 1, 2, & 3) by FY45, building upon its existing goal of reaching carbon neutrality by FY30;

Inclusion, Diversity, and Equity (ID&E) – ranked #10 on Diversity Inc’s Top 50 US Companies for Diversity, and introduced ID&E metrics as part of management compensation;

Operational Excellence – leveraging the Company’s scale, consolidated global operations and supply chain functions, which were previously fragmented throughout the organization;

Market Share - won share in an increasing number of its businesses, driven by the Company’s differentiated product offering;

Tuck-In Acquisitions – announced four acquisitions with combined $2.1 billion in present value total consideration, including Intersect ENT and Affera;

Shareholder Returns – returned $5.5 billion to its shareholders, or 92% of free cash flow, through its growing dividend and net share repurchase.

Market-Competitive. We benchmark and assess our program annually to ensure market-competitive target total direct compensation consisting of base salary, target annual cash incentive and long-term incentives. The benchmarking process ensures that each element of target total direct compensation is within a market competitive range relative to our 27-company Comparison Group.

Pay for Performance. We emphasize pay for performance by making at least 75% of target total direct compensation payable to each NEO contingent on the attainment of annual and long-term Company performance goals. The commitment to pay for performance provides actual compensation outcomes with varying levels of competitiveness based on our absolute and relative performance results.

Shareholder Value Alignment. We align incentive programs with shareholder value creation by using annual and three-year performance measures that drive shareholder value. Incentive goals come directly from our Board-approved annual operating plan and our Board-approved long-term strategic plan.

ESG Metrics. Both Quality and Inclusion, Diversity, and Equity (ID&E) are components of our scorecard that directly impact payouts of our annual incentive plan. The quality goals can only reduce a payout, while the ID&E goals can increase or reduce a payout. Quality and ID&E also directly align to the Medtronic Mission, “To strive without reserve for the greatest possible reliability and quality in our products.”

Proxy Summary

Proxy Summary

Tenet

1

•  Innovation & Access

•  Integrated Care

Tenet

2

Direct growth in areas of biomedical

engineering build on these areas through

education and knowledge assimilation

•  Innovation & Access

•  Integrated Care

Tenet

3

Strive without reserve for the

greatest possible reliability

and quality in our products... be

recognized as a company of

dedication, honesty, integrity,

and service

•  Product Quality & Safety

•  Technology & Device Security

•  Data Privacy & Security

•  Ethics in Sales & Marketing

•  Corruption & Bribery

•  Transparency

Tenet

4

Make a fair profit... to meet our obligations,

sustain our growth,

and reach our goals

•  Affordability & Fair Pricing

•  Climate Risk & Resilience

•  Responsible Supply Management

•  Product Stewardship

Tenet

5

Recognize the personal worth of all

employees... advancement opportunity

•  Inclusion & Diversity

•  Talent

Tenet

6

Maintain good citizenship as

a company

Proxy Summary

INNOVATION

& ACCESS

PRODUCT QUALITY

& SAFETY

INCLUSION

& DIVERSITY

Increasing the availability of treatments to address significant disease burden, including those currently unmet, through therapy innovation, new application of existing technologies, and/or scientific cooperation and partnership, as well as accessibility to them through capacity building, infrastructure improvement, regulatory approval, and remote diagnosis or treatment.

Managing product quality as it relates to all key stakeholders – patients, physicians, hospital administrators and Medtronic businesses – through industry-leading design, reliability, manufacturability; supplier quality; global compliance and corrective action; and investments in personnel, training, IT tools and automation.

Advancing fair treatment and adequate representation of ethnicities and gender at all levels of our workforce through equal professional opportunities and pay and proactive inclusion of groups facing barriers. This includes cultivating strong employee engagement through global diversity networks and local employee-led affinity groups designed to help employees both professionally and personally.

Cautionary Note Regarding Forward-Looking Statements

Proposal 1

Proposal 1

Richard H. Anderson

Retired President and
Chief Executive Officer,

Amtrak

Craig Arnold              

Chairman and Chief Executive Officer, Eaton Corporation

Age: 67

Director Since: 2002

Committees:

Audit, Compensation, and Finance and Financial Risk

Experience:

Mr. Anderson served without compensation as the President and Chief Executive Officer of Amtrak, an intercity passenger rail service provider, from July 2017 until his retirement on April 15, 2020. From 2007 until May 2016, Mr. Anderson served as Chief Executive Officer and a director of Delta Air Lines, Inc., a commercial airline. Upon retiring as Chief Executive Officer of Delta Air Lines, Inc. in May 2016, he became the Executive Chairman of the board of directors of Delta Air Lines, Inc. until October 2016. He was Executive Vice President of UnitedHealth Group Incorporated, a diversified health care company, from 2004 until 2007. Mr. Anderson was Chief Executive Officer of Northwest Airlines Corporation from 2001 to 2004. Mr. Anderson is a former director of Delta Air Lines, Inc.

Qualifications:

Mr. Anderson’s qualifications to serve on the Board include his more than 25 years of business, operational, financial and executive management experience. He has also served on the board of directors of another public company. Mr. Anderson’s extensive experience, including within the health care industry, for Fortune 500 companies and for large privately-owned companies, allows him to contribute valuable executive leadership, strategic portfolio management, risk management and global operations insight to Medtronic.

Other Public Company Directorships:

None

Age: 62

Director Since: 2015

Committees:

Nominating and Corporate Governance (Chair), and Science and Technology

Experience:

Mr. Arnold has been Chairman and Chief Executive Officer of Eaton Corporation, a multinational power management company, since June 2016. From September 2015 to May 2016, Mr. Arnold served as President and Chief Operating Officer of Eaton Corporation. Prior to that, Mr. Arnold served as the Vice Chairman and Chief Operating Officer, Industrial Sector, of Eaton Corporation. From 2000 to 2008 he served as Senior Vice President of Eaton Corporation and Group Executive of the Fluid Power Group of Eaton. Prior to joining Eaton, Mr. Arnold was employed in a series of progressively more responsible positions at General Electric Company from 1983 to 2000. Mr. Arnold was appointed to the Board of Directors of Eaton Corporation in 2015. Mr. Arnold is a former director of Covidien plc.

Qualifications:

Mr. Arnold brings years of demonstrated executive leadership, senior management, and global operations experience including supply chain, manufacturing operations, sales and marketing and technology innovation. His position as Chief Executive Officer of the Eaton Corporation gives Mr. Arnold critical insights into the operational requirements of a large, multinational company including customers, end markets and talent development. In addition, as a CEO of a global company and through his experience previously serving on the Audit Committee of another public company, Mr. Arnold gained valuable knowledge and understanding of accounting principles and financial reporting rules and regulations, evaluating financial results, and generally overseeing the financial reporting process of a large public corporation.

Other Public Company Directorships:

Eaton Corporation

Proposal 1

Scott C. Donnelly      

Chairman, President and
Chief Executive Officer,

Textron, Inc.

Lidia L. Fonseca        

Executive Vice President, Chief Digital and Technology Officer,

Pfizer, Inc.

Age: 60

Director Since: 2013

Committees:

Audit, Nominating and Corporate Governance, and Science and Technology

Experience:

Mr. Donnelly is Chairman, President and Chief Executive Officer of Textron, Inc., a producer of aircraft, defense and industrial products. Mr. Donnelly joined Textron in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. He was appointed to the Board of Directors in October 2009, and became Chief Executive Officer of Textron in December 2009 and Chairman of the Board in September 2010. Previously, Mr. Donnelly was the President and CEO of General Electric Company’s aviation business unit, GE Aviation, a leading maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly held various other management positions since joining General Electric in 1989.

Qualifications:

Mr. Donnelly’s qualifications to serve on the Board include more than two decades of business experience in innovation, manufacturing, operations, sales and marketing, portfolio management, talent development, and business processes. Mr. Donnelly also serves on the board of directors of another public company. In addition, Mr. Donnelly’s extensive executive decision-making experience, corporate governance work and diverse perspectives, add value and expertise to our board.

Other Public Company Directorships:

Textron, Inc.

Age: 53

Director Since: 2022

Committees:

Compensation, and Science and Technology

Experience:

Lidia Fonseca is the Executive Vice President, Chief Digital and Technology Officer at Pfizer, Inc. where she is responsible for enterprise wide digital, data and technology strategy, products and solutions, as well as the Learning and Development and Business Process Excellence functions, a position she has held since January 2019. Prior to her current role, Ms. Fonseca was the Senior Vice President and CIO at Quest Diagnostics from April 2014 to December 2018. Previously, Ms. Fonseca served as the Senior Vice President and Chief Information Officer at Labcorp from 2008 to 2013. She was named to the list of 50 Most Powerful Latinas in 2020 and 2021 by the Association of Latino Professionals for America, was named a 2020 Healthcare Influencer and 2019 Healthcare Transformer by Medical, Marketing & Media, and she received the 2017 Forbes CIO Innovation Award.

Qualifications:

Ms. Fonseca’s qualifications to serve on the Board include her extensive industry experience leading and overseeing digital transformation initiatives, data deployment strategies, technology innovation and technology systems infrastructure at a number of different companies. Ms. Fonseca brings expertise in improving operational processes through automation and robotics, as well as identifying means to use advanced data analytics to deliver insights supporting better decision making. In addition, Ms. Fonseca’s direct to consumer-focused experience and perspective makes her a valuable member of our Board.

Other Public Company Directorships:

Tegna, Inc.

Proposal 1

Andrea J. Goldsmith, Ph. D.

Dean of the School of Engineering and Applied Science,

Princeton University

Randall J. Hogan, III

Chairman, nVent Electric plc

Age: 57

Director Since: 2019

Committees:

Quality, and Science and Technology (Chair)

Experience:

Dr. Goldsmith serves as the Dean of the School of Engineering and Applied Sciences at Princeton University. Prior to becoming Dean at Princeton, Dr. Goldsmith served as the Stephen Harris professor in the School of Engineering at Stanford University from 2012-2020 and served as a professor, associate professor or assistant professor of Electrical Engineering at Stanford University since January 1999. Dr. Goldsmith also founded and served as Chief Technology Officer of Plume WiFi (formerly, Accerlera, Inc.) from August 2010 to August 2014 and Quantenna Communications, Inc. (formerly, mySource Communications, Inc.) from 2005 to 2009. In addition, Dr. Goldsmith a member of the President’s Council of Advisers on Science and Technology, and currently serves on the Technical Advisory Board of Cohere Technologies. Dr. Goldsmith is a frequent lecturer and writer regarding wireless technologies.

Qualifications:

Dr. Goldsmith’s qualifications to serve on the Board include her nationally recognized status in science and engineering, as a member of the National Academy of Engineering and the American Academy of Arts and Sciences and as a Fellow of the Institute of Electrical and Electronics Engineers. Dr. Goldsmith also serves on the board of directors of other public companies. Dr. Goldsmith’s academic research focuses on the design, analysis, and fundamental performance limits of wireless systems and networks, and her insights and perspectives on the intersection between fundamental science and technology developments and commercial innovation make her a valuable member of the Board.

Other Public Company Directorships:

Crown Castle International Corp., Intel Corporation

Age: 66

Director Since: 2015

Committees:

Audit, and Finance and Financial Risk (Chair)

Experience:

Mr. Hogan has been the Chairman of nVent Electric plc, a manufacturing company for electrical connection and protection products, since May 2018. From January 2001 until May 2018, Mr. Hogan served as Chief Executive Officer of Pentair plc, an industrial manufacturing company, and was appointed Chairman in May 2002. From December 1999 to December 2000, he was President and Chief Operating Officer of Pentair, and prior to that he was Executive Vice President and President of Pentair’s Electrical and Electronic Enclosures Group. Prior to joining Pentair, he was President of the Carrier Transicold Division of United Technologies Corporation. Before that, he was with the Pratt & Whitney division of United Technologies, General Electric Company and McKinsey & Company. Mr. Hogan is a past Chair of the board of the Federal Reserve Bank of Minneapolis. Mr. Hogan is a former director of Covidien plc. and Pentair plc.

Qualifications:

Serving as Chairman of nVent Electric plc and having served in the roles of Chairman, Chief Executive Officer, President and Chief Operating Officer of Pentair, Mr. Hogan offers a wealth of management experience and business acumen. Running a public company gave Mr. Hogan front-line exposure to many of the issues facing public companies, particularly on the operational, financial and corporate governance fronts. Mr. Hogan’s service on the Board of Directors and Governance Committee of Unisys as well as on the Board of the Federal Reserve Bank of Minneapolis and service as former Chair of the Audit Committee of Covidien plc further augments his range of knowledge, providing experience on which he can draw while serving as a member of the Board and Audit Committee.

Other Public Company Directorships:

nVent Electric plc

Proposal 1

Kevin E. Lofton          

Retired Chief Executive Officer,

CommonSpirit Health

Geoffrey S. Martha  

Chairman of the Board and
Chief Executive Officer,
Medtronic plc

Age: 67

Director Since: 2020

Committees:

Finance and Financial Risk, and Quality (Chair)

Experience:

Mr. Lofton served as the Chief Executive Officer of CommonSpirit Health from February 2019, following the merger between Catholic Health Initiatives and Dignity Health, until his retirement in June 2020. Mr. Lofton previously served as the Chief Executive Officer of Catholic Health Initiatives from 2003 to 2019, and also held various executive management roles with Catholic Health Initiatives beginning in 1998. Mr. Lofton has also served as the Executive Director and Chief Executive Officer from 1993 to 1998 at UAB Hospital and from 1990 to 1993 at Howard University Hospital, as well as the Executive Vice President and Chief Operation Officer of University Medical Center – Florida from 1986 to 1990. In addition, Mr. Lofton served as the 2007 Chairman of the Board of the American Hospital Association, the largest health system trade association in the United States.

Qualifications:

Mr. Lofton’s qualifications to serve on the Board include over 40 years of executive experience in the healthcare industry as a senior level executive in hospital administration, most recently as Chief Executive Officer of CommonSpirit Health and Catholic Health Initiatives since 2003. Mr. Lofton’s long and broad experience leading healthcare provider organizations and his ability to successfully navigate evolving commercial, regulatory and public policy changes over time provide the Board with valuable perspective and insights. In addition, his extensive experience as a CEO along with his general business management expertise make Mr. Lofton a strong member of the Board.

Other Public Company Directorships:

Gilead Sciences, Inc.

Age: 52

Director Since: 2019

Committees:

None

Experience:

Mr. Martha is the Chairman of the Board of Directors and Chief Executive Officer of Medtronic. Mr. Martha assumed the role of CEO on April 27, 2020 and became Chairman of the Board on December 11, 2020. Prior to his role as Chairman and CEO, he served as President of Medtronic from November 1, 2019 through April 27, 2020 and joined the Board of Directors in November 2019. Previously, Mr. Martha served as Executive Vice President and President, Restorative Therapies Group, a role he held since August 2015. Mr. Martha previously served as Senior Vice President of Strategy and Business Development of Medtronic plc beginning in January 2015 and of Medtronic, Inc. beginning in August 2011. Prior to that, he served as Managing Director of Business Development at GE Healthcare from April 2007 to July 2011; General Manager for GE Capital Technology Finance Services from November 2003 to March 2007; Senior Vice President, Business Development for GE Capital Vendor Financial Services from February 2002 to October 2003; General Manager for GE Capital Colonial Pacific Leasing from February 2001 to January 2002; and Vice President, Business Development for Potomac Federal, the GE Capital federal financing investment bank from May 1998 to January 2001.

Qualifications:

Mr. Martha’s qualifications to serve on the Board include more than twenty years in business management, with over fifteen years in the health care industry. Mr. Martha’s strong business experience leading the Company as Chief Executive Officer, as well as his history of success in development, implementation and execution of corporate strategy and executive management, make Mr. Martha a qualified and valuable member of the Board.

Other Public Company Directorships:

None

Proposal 1

Elizabeth G. Nabel, M.D.

Chief Medical Officer,

Opko Health, Inc.

Denise M. O’Leary   

Private Venture Capital Investor

Age: 70

Director Since: 2014

Committees:

Compensation (Chair), and Quality

Experience:

Dr. Nabel is the Chief Medical Officer of Opko Health, Inc., a position she began in May 2022. From March 2021 to April 2022, Dr. Nabel was Executive Vice President, Strategy of ModeX Therapeutics, a company focused on immunotherapies for cancer and infectious disease, a position she began in March 2021. From 2010 to February 2021, Dr. Nabel served as the President of Brigham Health, a system including hospitals and physician organizations operating inpatient and outpatient facilities, clinics, primary care health centers, and diagnostic and treatment technologies, research laboratories, and postgraduate medical and scientific education and training programs. Dr. Nabel was also a Professor of Medicine at Harvard Medical School from 2010 to February, 2021. Prior to that, Dr. Nabel held a variety of roles, including Director, at the National Heart, Lung and Blood Institute at the National Institutes of Health, a federal agency funding research, training, and education programs to promote the prevention and treatment of heart, lung, and blood diseases, from 1999 to 2009. Dr. Nabel is an elected member of the National Academy of Medicine of the National Academy of Sciences.

Qualifications:

Dr. Nabel’s qualifications to serve on the Board include extensive experience in the health care field, including senior positions with a number of research universities and organizations. Dr. Nabel has a deep understanding of medical sciences and healthcare innovation, as well as the physicians and other health care providers who are central to the use and development of the Company’s products. In addition, Dr. Nabel has extensive experience in operating, managing and overseeing a large, complex hospital system and physician organization, which bring value to our Board.

Other Public Company Directorships:

Moderna, Inc., Lyell Immunopharma, Inc., Accolade, Inc.

Age: 64

Director Since: 2000

Committees:

Audit (Chair), Finance and Financial Risk, and Nominating and Corporate Governance

Experience:

Ms. O’Leary has been a private venture capital investor in a variety of early stage companies since 1996. She was a member of the Stanford University Board of Trustees from 1996 through 2006, where she chaired the Committee of the Medical Center. Ms. O’Leary is a former director of US Airways Group, Inc. and Calpine Corporation. In addition, Ms. O’Leary is a member of the Board of Trustees of the University of Denver, where she served as Chair from July 2018 until June 2022.

Qualifications:

Ms. O’Leary’s qualifications to serve on the Board include her extensive experience with companies, including technology companies, at a variety of stages and her success in analyzing the business strategy, operational plans and structure, and financial deal models of these companies. She also serves on the board of directors of another public company. Her financial expertise, experience in the oversight of risk management, and thorough knowledge and understanding of capital markets provide valuable insight with regard to corporate governance and financial matters.

Other Public Company Directorships:

American Airlines Group, Inc.

Proposal 1

Kendall J. Powell      

Retired Chairman and
Chief Executive Officer,

General Mills, Inc.

Age: 68

Director Since: 2007

Committees:

Compensation, Finance and Financial Risk, and Quality

Experience:

Mr. Powell was Chairman of General Mills, Inc., an international producer, marketer and distributor of cereals, snacks and processed foods, from 2008 until December 2017 and was Chief Executive Officer of General Mills, Inc. from 2007 until June 2017. He was President and Chief Operating Officer of General Mills, Inc. from 2006 to 2007, and became a director of General Mills, Inc. in 2006. He was Executive Vice President and Chief Operating Officer, U.S. Retail from 2005 to 2006; and Executive Vice President of General Mills, Inc. from 2004 to 2005. From 1999 to 2004, Mr. Powell was Chief Executive Officer of Cereal Partners Worldwide, a joint venture of General Mills, Inc. and the Nestle Corporation. Mr. Powell joined General Mills, Inc. in 1979. Mr. Powell is a former director of General Mills, Inc. Mr. Powell is also the Chair of the University of Minnesota Board of Regents.

Qualifications:

As a retired Chairman and former CEO of a Fortune 500 company, Mr. Powell brings more than three decades of business, operational and management experience in the U.S. and internationally. Mr. Powell has also served on the board of directors of another public company. His extensive marketing, direct-to-consumer expertise, executive decision-making and corporate governance experience make Mr. Powell a valuable director.

Other Public Company Directorships:

None

Corporate Governance

A majority of the members of the Board must be independent directors and no more than two directors may be Medtronic employees. Geoffrey S. Martha is an employee and is not independent.

Medtronic maintains Audit, Compensation, Finance and Financial Risk, Nominating and Corporate Governance, Quality, and Science and Technology Committees, each of which consists entirely of independent directors.

Efficiency and effectiveness

Communication and open discussion

Opportunities for improvement

Satisfaction with performance of third party consultants

Board and Committee structure and operating mechanisms

Cooperation and access between Board and Company management

Corporate Governance

presiding as chair of regularly scheduled meetings of the independent directors, and presiding as chair of Board meetings at which the Chairman of the Board is not in attendance;

reviewing and approving the agenda for each meeting of the Board of Directors and each of its committees;

leading Board discussion;

overseeing the directors’ annual evaluation of the Board and each of its committees and advising the Chairman of the Board on the conduct of Board meetings;

facilitating teamwork and communications between the non-management directors and management, serving as a liaison between the two;

overseeing the process for identifying and evaluating Board nominees, as the chair of the Nominating and Corporate Governance Committee;

leading the process for assessing appropriate committee leadership and membership on a periodic basis;

recommending, as appropriate, changes to governance policies and practices;

reviewing all committee materials; and

acting as the focal point on the Board for suggestions from non-management directors, especially on sensitive issues.

Audit Committee: Assists the Board of Directors in its oversight of the integrity of the financial reporting of the Company and its compliance with applicable legal and regulatory requirements. It also oversees the internal controls and compliance activities. The Audit Committee periodically discusses policies with respect to risk assessment and risk management, including appropriate guidelines and policies to govern the process, as well as the Company’s major financial and business risk exposures and certain contingent liabilities and the steps management has undertaken to monitor and control such exposures. It also meets privately with representatives from the Company’s independent registered public accounting firm.

Finance and Financial Risk Committee: Assists the Board of Directors in its oversight of risk relating to the Company’s assessment of its significant financial risks and certain contingent liabilities.

Corporate Governance

Compensation Committee: Assists the Board of Directors in its oversight of risk relating to the Company’s assessment of its compensation policies and practices.

Nominating and Corporate Governance Committee: Assists the Board of Directors in its oversight of risk relating to the Company’s actions and governance policies in furtherance of its corporate social responsibility, including considering the sustainability and impact of the Company’s business operations on employees, citizens, communities and the environment.

Quality Committee: Assists the Board of Directors in its oversight of risk relating to product quality and safety.

Science and Technology Committee: Assists the Board of Directors in its oversight of risk relating to product technology and technological innovation.

Base salaries at Medtronic are generally competitive in the median range of the executive compensation peer companies, not subject to any performance risk and act as a meaningful component of total compensation for most Medtronic employees.

Incentive plans for senior management and executive officers are appropriately weighted between short-term and long-term performance and between cash and equity compensation. In addition, the Company’s practice of establishing long-term incentive performance targets at the beginning of each of its overlapping three-year performance periods increases the incentives for sustained value creation.

Short-term and long-term incentive plans (referred to as MIP and LTPP) cap payouts to mitigate excessive risk in any one specific performance period.

Short-term incentive performance goals are recalibrated annually, based upon Medtronic’s annual operating plan approved by the Board, and are different from the long-term performance measures.

Executives and directors are subject to stock ownership and retention guidelines that require directors to maintain ownership of Medtronic stock equal to five times their annual retainer, Medtronic’s CEO to maintain ownership of Medtronic stock equal to six times his annual salary, and other NEOs to maintain Medtronic stock equal to three times their annual salary. Until the ownership guideline is met, the CEO and directors must retain 75% of after-tax Medtronic shares received through settlement of equity compensation awards, and other NEOs must retain 50% of such shares.

Medtronic has implemented policies designed to recoup payments or gains from incentive and equity compensation improperly paid or granted to executives.

Corporate Governance

Richard H. Anderson

Craig Arnold

Scott C. Donnelly

Andrea J. Goldsmith, Ph.D.

Randall J. Hogan, III

Kevin E. Lofton

Geoffrey S. Martha

Elizabeth G. Nabel, M.D.

Denise M. O’Leary

Kendall J. Powell

Number of fiscal year 2022 meetings

Chair

Lidia L. Fonseca joined the Board effective June 27, 2022, and is a member of the Compensation Committee and Science and Technology Committee.

The Board held five regular meetings and three special meetings in fiscal year 2022.

Denise O’Leary (Chair)

Richard H. Anderson

Randall J. Hogan III

Scott C. Donnelly

Number of

meetings during

Fiscal Year 2022

9

Overseeing the integrity of Medtronic’s financial reporting

Overseeing the independence, qualifications and performance of Medtronic’s external independent registered public accounting firm and the performance of Medtronic’s internal auditors

Overseeing Medtronic’s compliance with applicable legal and regulatory requirements, including overseeing Medtronic’s engagements with, and payments to, physicians and other health care providers

Reviewing with the General Counsel and independent registered public accounting firm: legal matters that may have a material impact on the financial statements; any fraud involving management or other employees who have a significant role in Medtronic’s internal controls; compliance policies; and any material reports or inquiries received that raise material issues regarding Medtronic’s financial statements and accounting or compliance policies

Corporate Governance

Reviewing annual audited financial statements with management and Medtronic’s independent registered public accounting firm and recommending to the Board whether the financial statements should be included in Medtronic’s Annual Report on Form 10-K

Reviewing and discussing with management and Medtronic’s independent registered public accounting firm quarterly financial statements and earnings releases

Reviewing major issues and changes to Medtronic’s accounting and auditing principles and practices, including analyses of the effects of non-GAAP financial measures, regulatory and accounting initiatives and off-balance sheet structures on Medtronic’s financial statements

Discussing policies with respect to risk assessment and risk management, including risks affecting Medtronic’s financial statements, operations, business continuity, and reputation and the reliability and security of the Company’s information technology and security systems, and the steps management has undertaken to monitor and control such exposures

Undertaking the appointment, compensation (subject to the requirements of Irish corporate law), retention and oversight of the independent registered public accounting firm, which reports directly to the Audit Committee

Pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm

Reviewing, at least annually, a report by the independent registered public accounting firm describing its internal quality-control procedures and any material issues raised by the most recent internal quality-control review and any recent investigations by regulatory or professional agencies, and any steps taken to deal with any such issues, and all relationships between the independent registered public accounting firm and Medtronic

Reviewing the experience and qualifications of the lead partner of the independent registered public accounting firm each year and considering whether there should be rotation of the lead partner or the independent auditor itself

Establishing clear policies for hiring current and former employees of the independent registered public accounting firm

Preparing the Report of the Audit Committee

Meeting with the independent registered public accounting firm prior to the audit to review the scope and planning of the audit

Reviewing the results of the annual audit examination

Reviewing with the independent registered public accounting firm its evaluation of Medtronic’s identification of, accounting for, and disclosure of related party transactions

Advising the Board with regard to Medtronic’s policies and procedures regarding compliance with laws and regulations

Considering, at least annually, the independence of the independent registered public accounting firm

Reviewing the adequacy and effectiveness of Medtronic’s internal control over financial reporting, including information technology and security systems related to internal controls, and disclosure controls and procedures

Reviewing with the Vice President of Internal Audit the performance of Medtronic’s internal audit function and the results of any significant internal audits

Reviewing candidates for the positions of Chief Financial Officer and Controller of Medtronic

Establishing procedures concerning the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters

Meeting privately in separate executive sessions periodically with management, internal auditors and the independent registered public accounting firm

Meeting privately in executive session with the Chief Ethics and Compliance Officer, and approving any decisions with regard to hiring, terminating, disciplining, or compensating the Chief Ethics and Compliance Officer

The Board has determined that all members of the Audit Committee satisfy the applicable audit committee independence requirements of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). The Board also determined that all members have acquired the attributes necessary to qualify them as “audit committee financial experts” as defined by applicable SEC rules.

Corporate Governance

Elizabeth Nabel, M.D. (Chair)

Richard H. Anderson

Kendall J. Powell

Lidia L. Fonseca (effective June 27, 2022)

Number of

meetings during

Fiscal Year 2022

6

Periodically reviewing executive compensation philosophy and significant other compensation programs

Annually reviewing executive compensation programs

Annually reviewing and approving corporate goals and objectives relevant to the compensation of the Chairman & Chief Executive Officer and all other executive officers

Annually determining and approving the total compensation of the Chairman & Chief Executive Officer, based on its own evaluation of performance in light of the goals and objectives, as well as input from the Nominating and Corporate Governance Committee

Annually approving the total compensation of all other executive officers

Periodically recommend equity-based compensation plans to shareholders for approval

Annually reviewing and approving stock and other long-term incentive awards

Monitoring compliance by the Chairman & Chief Executive Officer and senior management with the Company’s stock ownership guidelines

Periodically reviewing severance arrangements for executive officers and recommending changes to the Board as needed

Reviewing and discussing with management the Compensation Discussion and Analysis required by the rules of the SEC and recommending to the Board the inclusion of the Compensation Discussion and Analysis in the Company’s annual proxy statement

Assisting the Board in reviewing results of any shareholder advisory votes on executive compensation, responding to other shareholder communications that relate to the compensation of executive officers, and reviewing and recommending to the Board for approval the frequency with which Medtronic will conduct shareholder advisory votes

Preparing the Committee’s report to be included in Medtronic’s annual proxy statement

Assessing the Company’s risk relating to its compensation policies and practices

The Compensation Committee may form and delegate authority to subcommittees as it deems appropriate. The Compensation Committee also may delegate certain of its responsibilities to one or more designated executives or committees in accordance with applicable laws, regulations, and plan requirements. Please refer to the Compensation Discussion and Analysis beginning on page 34 for additional discussion of the Compensation Committee’s processes and procedures relating to compensation.

The Board has determined that all members of the Compensation Committee satisfy the applicable compensation committee requirements of the NYSE and the SEC.

No member of the Compensation Committee during fiscal year 2022 was an officer or employee of Medtronic, and no executive officer of Medtronic during fiscal year 2022 served on the Compensation Committee or board of any company that employed any member of Medtronic’s Compensation Committee or Board. During fiscal year 2022, Sarah Powell, a daughter of director Kendall J. Powell, was employed by Medtronic as a Global Senior Product Manager as further described in this proxy statement under Corporate Governance – Related Party Transactions and Other Matters beginning on page 27. Mr. Powell had no involvement in the hiring of this role and has had no involvement in Ms. Powell’s performance assessments or compensation decisions.

Corporate Governance

Randall J. Hogan III (Chair)

Richard H. Anderson

Kevin E. Lofton

Denise M. O’Leary

Kendall J. Powell

Number of

meetings during

Fiscal Year 2022

5

Reviewing and approving management’s recommendations to the Board for significant capital expenditures

Reviewing, recommending for approval to the Board and monitoring significant strategic transactions

Reviewing and overseeing management’s plans and objectives for the capitalization of the Company

Reviewing and approving management’s recommendations to the Board with respect to new offerings of debt and equity securities, stock splits, credit agreements, and Medtronic’s investment policies

Reviewing and approving management’s recommendations to the Board regarding dividends

Reviewing and approving management’s recommendations to the Board regarding authorization for repurchases of Medtronic’s stock

Reviewing and approving management’s recommendations for the Corporate Cash Investment Policy

Reviewing management’s decisions regarding certain financial aspects of the Company’s employee benefit plans

Reviewing and overseeing the Company’s tax strategies

Reviewing with management the Company’s strategies for management of significant financial risks and certain contingent liabilities

Reviewing with management the financial aspects of the Company’s insurance and self-insurance programs

Reviewing and recommending to the Board for approval authorization limits for the Chief Executive Officer to approve expenditures

Craig Arnold (Chair)

Scott C. Donnelly

Denise M. O’Leary

Number of

meetings during

Fiscal Year 2022

4

Formulating the Company’s policies and procedures for identifying a diverse pool of qualified director candidates and for evaluating and recommending candidates to the Board for nomination for election as directors

Implementing the Committee’s policies to identify, evaluate and recommend to the Board individuals for the Board to nominate for election as directors

Reviewing and making recommendations to the Board regarding whether members of the Board should stand for re-election

Considering any resignation offered by a director

Developing an annual evaluation process for the Board and its committees

Recommending to the Board directors to serve as members of each committee and recommending any changes to the Board or standing committees that the Committee believes desirable

Monitoring emerging corporate governance trends and overseeing and evaluating the Company’s corporate governance policies and programs to align with market best practices

Reviewing the Company’s Principles of Corporate Governance at least annually and recommending changes to the Board to align with market best practices

Reviewing shareholder proposals and recommending to the Board proposed Company responses to such proposals

Reviewing, in accordance with the Company’s Related Party Transaction Policies and Procedures, transactions and relationships with related parties that are required to be approved or ratified thereunder

Corporate Governance

Reviewing the Company’s Related Party Transactions Policies and Procedures on a periodic basis and recommending changes to the Board

Reviewing the Company’s Standards for Director Independence, recommending any modifications to the standards deemed necessary for the proper governance of the Company, and providing at least annually to the Board the Committee’s assessment of which directors should be deemed independent directors

Reviewing at least annually the requirements of a “financial expert” under the applicable rules of the SEC and NYSE and determining which directors are “financial experts”

Overseeing and reviewing on a periodic basis the continuing education program for directors and the orientation program for new directors

Providing advice to the Board regarding director compensation and benefits

Reviewing the Company’s stock ownership guidelines for directors, monitoring compliance with such guidelines, and recommending changes to the Board

Reviewing Medtronic’s corporate political contributions

Reviewing the Company’s actions and governance policies in furtherance of its corporate social responsibility, including considering the sustainability and impact of the Company’s business operations on employees, citizens, communities and the environment

Kevin E. Lofton (Chair)

Andrea J. Goldsmith, Ph.D.

Elizabeth Nabel, M.D.

Kendall J. Powell

Number of

meetings during

Fiscal Year 2022

5

Overseeing assessment and making recommendations to the Board regarding the Company’s overall quality strategies and systems to monitor and control product quality and safety, the Company’s response to quality and quality systems assessments conducted by the Company and external regulators, the Company’s response to material quality issues and field actions, and the Company’s product technology and cybersecurity strategies, systems, and controls to ensure reliability and prevent unauthorized access.

Overseeing risk management in the area of human and animal studies, including the periodic review of policies and procedures related to the conduct of such studies

Staying informed of major regulatory changes both domestically and internationally to ensure the Company is poised to meet new standards

Andrea J. Goldsmith, Ph.D. (Chair)

Craig Arnold

Scott C. Donnelly

Lidia L. Fonseca (effective June 27, 2022)

Number of

meetings during

Fiscal Year 2022

4

Overseeing assessment and making recommendations to the Board regarding the Company’s product, service, and technology portfolio and its effect on the Company’s growth and performance, emerging science and technology trends that will affect the Company, the Company’s approach to identifying and developing new markets, and the Company’s intellectual property portfolio

Monitoring the overall direction, effectiveness, and competitiveness of the Company’s research and development programs and pipeline

Evaluating the technological aspects of potential acquisitions as requested by the Board

Reviewing and assessing the Company’s competitive standing from a technological point of view

Providing updates to the Quality Committee, as requested, regarding recent technological developments relevant to the quality and safety of the Company’s products and services and the methods by which such developments could be implemented

Corporate Governance

being a current employee, or having an immediate family member who is an executive officer, of an entity that has made or is expected to make immaterial payments to, or that has received or is expected to receive immaterial payments from, Medtronic for property or services, and each such relationship with Medtronic, through the relevant entity, is transactional in nature and is not a material transactional relationship (Mr. Arnold and Ms. Fonseca).

the aggregate amount involved will or may be expected to exceed $120,000 in any twelve-month period;

Medtronic or a subsidiary is a participant; and

Corporate Governance

any related party has or will have a direct or indirect interest (other than solely as a result of being a director and/or a less than ten percent beneficial owner of another entity).

person who is or was (since the beginning of the last fiscal year for which Medtronic has filed a Form 10-K and proxy statement) an executive officer, director or nominee for election as a director of Medtronic (even if they do not presently serve in that role);

greater than five percent beneficial owner of Medtronic’s ordinary shares; or

immediate family member of any of the foregoing, as such terms are interpreted under Item 404 of Regulation S-K.

Corporate Governance

Annual Cash Retainer – Non-employee directors are entitled to receive an annual cash retainer for their service on the Board. Committee chairs and the Lead Independent Director are entitled to a supplemental annual cash stipend, and non-chair Audit Committee members are entitled to an additional cash stipend. Directors who are also Medtronic employees receive no fees for their services as directors. The Company’s objective in using annual cash retainers and stipends is to recognize the stewardship role of non-employee directors with respect to the Company’s success and the increasing demands and responsibilities of our non-employee directors. The annual cash retainer and stipend fees are paid according to the following schedule:

Director Compensation

Annual Cash Retainer

Committee Chair Stipends:

Audit

Compensation

Nominating and Corporate Governance

Finance and Financial Risk

Quality

Science and Technology

Lead Independent Director Stipend

Member Audit Committee

Annual Stock Awards – Each non-employee director receives an annual restricted stock unit award equal in value to $175,000 (rounded up to the nearest whole share), which vests as described in the Stock Awards section below. The Company uses full-value awards and a fixed dollar value for setting equity levels to compensate its non-employee directors in a manner that is consistent with majority practice and that is competitive with the Company’s peers. The Company believes that the annual equity grant to its non-employee directors, in combination with its stock ownership guidelines (described in the Stock Holdings section below), further aligns the interests of its non-employee directors with the interests of the Company’s shareholders.

Corporate Governance

Non-Employee Director

Fees Earned or

Paid in Cash

Stock

Awards

Richard H. Anderson

$190,000

$

175,029

$

365,029

Craig Arnold

$201,400

$

175,029

$

376,429

Scott C. Donnelly

$227,800

$

175,029

$

402,829

Andrea J. Goldsmith, Ph.D.

$178,200

$

175,029

$

353,229

Randall J. Hogan, III

$201,600

$

175,029

$

376,629

Michael O. Leavitt ⁽¹⁾

$119,464

$

107,282

$

226,746

James T. Lenehan ⁽¹⁾

$116,401

$

107,282

$

223,683

Kevin E. Lofton

$190,800

$

175,029

$

365,829

Elizabeth G. Nabel, M.D.

$207,600

$

175,029

$

382,629

Denise M. O’Leary

$195,800

$

175,029

$

370,829

Kendall J. Powell

$175,000

$

175,029

$

350,029

Governor Leavitt and Mr. Lenehan served as directors until the 2021 Annual General Meeting and therefore compensation amounts are prorated to reflect their partial fiscal year of service

Corporate Governance

Non-Employee Director

Richard H. Anderson

1,364

30,829

Craig Arnold

1,364

—

Scott C. Donnelly

1,364

2,312

Andrea J. Goldsmith, Ph.D.

1,364

—

Randall J. Hogan, III

1,364

—

Kevin E. Lofton

838

—

Elizabeth G. Nabel, M.D.

1,364

—

Denise M. O’Leary

1,364

33,213

Kendall J. Powell

1,364

22,820

Prior to the Covidien acquisition in January 2015, directors were granted deferred stock units rather than restricted stock units. The balance in a director’s deferred stock unit account will be distributed to the director in the form of Medtronic ordinary shares upon resignation or retirement from the Board in a single distribution or, at the director’s option, in five equal annual distributions.

Share Ownership Information

Name of Beneficial Owner

Amount and Nature of

Beneficial Ownership of

Ordinary Shares

Of Shares Beneficially

Owned, Amount that

May Be Acquired

Within 60 Days

Percent

of Class

The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 ⁽¹⁾

BlackRock, Inc., 55 East 52nd Street, New York, NY 10055 ⁽²⁾

The information for security ownership of this beneficial owner is based on a Schedule 13-G/A filed by The Vanguard Group on February 10, 2022. On February 10, 2022, Vanguard, together with its affiliates, held indirect voting power over ordinary shares.

The information for security ownership of this beneficial owner is based on a Schedule 13-G/A filed by BlackRock, Inc. on February 1, 2022. On February 1, 2022, BlackRock, Inc., together with its affiliates, held indirect voting power over ordinary shares.

Share Ownership Information

Name of Beneficial Owner

Amount and

Nature

of Beneficial

Ownership

of Ordinary

Shares ⁽¹⁾

Of Shares

Beneficially

Owned, Amount

that May Be

Acquired Within

60 Days

Richard H. Anderson

117,712

32,774

Craig Arnold

34,432

1,710

Scott C. Donnelly

15,141

4,040

Ivan Fong

12,619

12,619

Lidia Fonseca

—

—

Andrea J. Goldsmith, Ph.D.

4,464

1,710

Randall J. Hogan, III

41,244

1,710

Bradley E. Lerman

427,182

403,129

Kevin E. Lofton

2,387

1,710

Geoffrey S. Martha

565,116

534,757

Elizabeth G. Nabel, M.D.

11,831

1,710

Denise M. O’Leary

44,412

8,403

Karen L. Parkhill

347,220

343,869

Kendall J. Powell

40,606

24,704

Rob ten Hoedt

481,183

456,391

Robert J. White

547,776

533,429

Directors and executive officers as a group (21 persons) ⁽²⁾

3,860,346

3,462,625