8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K/A

Amendment No. 1

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2024

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Medtronic plc

(Exact name of Registrant as Specified in its Charter)

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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)

20 On Hatch, Lower Hatch Street, Dublin 2, Ireland

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:

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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (the “Form 8-K/A”) is being filed to supplement the disclosure under Item 5.02 of the Current Report on Form 8-K filed by Medtronic plc (the “Company”) with the Securities and Exchange Commission on June 26, 2024 (the “Original Report”). The Original Report confirmed that Gary Corona had been appointed as interim Chief Financial Officer of the Company effective as of August 3, 2024. On August 15, 2024 the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved certain modifications to Mr. Corona’s compensation arrangements in connection with his appointment as interim Chief Financial Officer. The Company hereby amends the Original Report to include information on Mr. Corona’s compensation. Other than providing the additional information in Item 5.02 below, no other disclosure in the Original Report is amended by this Form 8-K/A.

In connection with the previously announced appointment of Gary Corona as the Company’s interim Chief Financial Officer, the Compensation Committee approved the following compensatory arrangement for Mr. Corona on August 15, 2024: (i) a bi‑weekly cash stipend in the amount of $12,500, effective as of August 3, 2024 and (ii) an equity grant of 8,966 time‑based restricted stock units (“RSUs”) of the Company’s stock. The RSUs will vest over two years, with fifty percent (50%) of the total number of shares vesting annually on each of the first and second anniversaries of the date of grant. The Compensation Committee maintained Mr. Corona’s annual base salary of $500,000, target bonus equal to 70% of annual base salary, and long-term incentive grant of $1 million granted on July 29, 2024.

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.