8-K

UNITED 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): March 12, 2025

_____________________________

Medtronic plc

(Exact name of Registrant as Specified in its Charter)

_____________________________

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. ☐

Transition of Principal Accounting Officer

On March 12, 2025, Jennifer M. Kirk, the Global Controller and Principal Accounting Officer of Medtronic plc (Company), notified the Company of her decision to resign from the Company, effective May 2, 2025, to become the chief executive officer of Exubrion Therapeutics, a privately held company. Ms. Kirk’s resignation did not result from any disagreement relating to the Company’s operations, policies or practices. The Company has appointed Denise L. Blomquist, currently the Company’s Assistant Global Controller, to succeed Ms. Kirk as the Company’s Global Controller and Principal Accounting Officer, effective March 17, 2025. As noted above, Ms. Kirk will remain at the Company through May 2, 2025 to support a smooth transition. Ms. Blomquist has been employed at the Company since 2004 and has held roles of increasing responsibility within the finance organization during her 21-year tenure. Ms. Blomquist joined the Company from Opus Northwest, where she was a finance director. Ms. Blomquist received her bachelor’s degree in accounting from the University of Wisconsin - Madison.

In connection with her appointment as Global Controller and Principal Accounting Officer, Ms. Blomquist will receive a base salary and participate in the Company’s short-term incentive program, the Medtronic Incentive Plan (“MIP”), as well as the Company’s 2021 Long-Term Incentive Plan (“LTIP”), in each case at levels commensurate with other similarly situated persons at the Company. The Company’s Section 16 Officer Change in Control Policy will also apply to Ms. Blomquist. The MIP and LTIP programs and the Section 16 Officer Change in Control Policy are outlined in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 9, 2024. Ms. Blomquist’s MIP and LTIP awards will be considered on an annual basis by the Compensation Committee of the Company’s Board of Directors, and Ms. Blomquist’s equity grants will be governed by the Company’s standard forms of non-qualified stock option, restricted stock unit, and performance restricted stock unit award agreements for executive officers. Ms. Blomquist’s employment will be on an at-will basis and may be terminated at any time by either party.

There are no family relationships between Ms. Blomquist and any director or executive officer of the Company that require disclosure under Item 401(d) of Regulation S-K. Other than her employment at the Company, there are no transactions between Ms. Blomquist or any member of her immediate family, on the one hand, and the Company or any of its subsidiaries, on the other hand, that require disclosure under Item 404(a) of Regulation S-K. Furthermore, there are no arrangements or understandings between Ms. Blomquist and any other persons pursuant to which Ms. Blomquist was selected as the Global Controller and Principal Accounting Officer of the Company.

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.