8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 22, 2023

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Medtronic plc

(Exact Name of Registrant as Specified in its Charter)

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20 On Hatch, Lower Hatch Street

Dublin 2, Ireland

(Address of principal executive offices)

+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. ☐

On June 22, 2023, the Board of Directors (Board) of Medtronic plc (Company) increased the size of the Board from 11 to 12 and appointed Greg Lewis as a new director of the Company, in each case effective as of June 26, 2023. Mr. Lewis has been appointed to serve on the Audit committee and Finance and Financial Risk committee of the Board.

In connection with his appointment to the Board, pursuant to the Company’s non-employee director compensation policy, Mr. Lewis will be eligible to receive an annual cash retainer and a director equity grant, in each case as described under “Corporate Governance—Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 19, 2022.

There were no arrangements or understandings between Mr. Lewis and any other persons pursuant to which he was selected as a director, and neither Mr. Lewis nor any of his immediate family has been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.

A press release announcing Mr. Lewis’s appointment was issued on June 26, 2023. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

(d) List of Exhibits

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.

Document

NEWS RELEASE

FOR IMMEDIATE RELEASE

Medtronic Board appoints Greg Lewis as new Director

DUBLIN, June 26, 2023 -- Medtronic announced today that its Board of Directors appointed Greg Lewis, Senior Vice President and Chief Financial Officer at Honeywell, to the Board. Lewis will serve on the Audit Committee and the Finance and Financial Risk Committee, effective June 26, 2023.

“We are thrilled to have Greg Lewis join our Board. His background in financial leadership across multiple industries will be a strong asset as Medtronic pushes forward a comprehensive transformation that will set us up to deliver on durable growth,” said Geoff Martha, Chairman and CEO of Medtronic.

“I’m honored to join the Medtronic Board of Directors. I believe in the company’s mission to alleviate pain, restore health and extend life,” Lewis said. “I’m excited to bring my experience to bear as they transform the company and move this mission forward.”

Lewis joined Honeywell in 2006 and has held a variety of financial leadership roles across the company, including Vice President of Corporate Finance and CFO of Honeywell’s Automation and Control Solutions (ACS) segment. Lewis started his career at Kraft Foods and went on to roles at Tyco International and the Stanley Works. He received his MBA from Fordham University and a bachelor’s degree in finance from the University of Connecticut.

About Medtronic

Bold thinking. Bolder actions. We are Medtronic. Medtronic plc, headquartered in Dublin, Ireland, is the leading global healthcare technology company that boldly attacks the most challenging health problems facing humanity by searching out and finding solutions. Our Mission — to alleviate pain, restore health, and extend life — unites a global team of 90,000+ passionate people across 150 countries. Our technologies and

therapies treat 70 health conditions and include cardiac devices, surgical robotics, insulin pumps, surgical tools, patient monitoring systems, and more. Powered by our diverse knowledge, insatiable curiosity, and desire to help all those who need it, we deliver innovative technologies that transform the lives of two people every second, every hour, every day. Expect more from us as we empower insight-driven care, experiences that put people first, and better outcomes for our world. In everything we do, we are engineering the extraordinary. For more information on Medtronic (NYSE:MDT), visit www.Medtronic.com and follow @Medtronic on Twitter and LinkedIn.

Any forward-looking statements are subject to risks and uncertainties such as those described in Medtronic's periodic reports on file with the Securities and Exchange Commission. Actual results may differ materially from anticipated results.

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