Medtronic Appoints Michael Marinaro as President & Completes MiniMed Separation

Executive Appointment and Compensation (Item 5.02)

On October 15, 2026, the Board of Directors of Medtronic plc appointed Michael Marinaro as President, Medtronic, effective October 14, 2026.

• Role & Reporting Structure: Prior to this appointment, Mr. Marinaro served as Executive Vice President and President, Medical Surgical Portfolio, Americas, and Global Commercial Operations. In his new role as President, he maintains his previous responsibilities while assuming supervisory authority over Medtronic's Greater China operations (managed locally by Alex Gu). He continues to report directly to Chairman and CEO Geoffrey S. Martha.
• Compensation Adjustments:
  • Base Salary: Increased to $1,000,000 for fiscal year 2027.
  • Annual Incentive: Target remains at 100% of base salary under the Medtronic Incentive Plan.
  • Supplemental Equity Grant: The Compensation and Talent Committee approved supplemental FY 2027 long-term incentive awards valued at approximately $3.25 million, scheduled for grant on November 2, 2026, comprising:
    • Performance Share Units (PSUs): Target value of $1.625 million, vesting on April 27, 2029, linked to FY27–FY29 performance.
    • Stock Options: Grant date fair value of $975,000, vesting in four equal annual installments starting August 3, 2027 (10-year term).
    • Restricted Stock Units (RSUs): Grant value of $650,000, cliff-vesting on August 3, 2029.

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Corporate Separation Completed (Item 7.01)

Medtronic announced the successful completion and settlement of the exchange offer related to the separation of MiniMed Group, Inc. as of October 15, 2026, marking the operational conclusion of the spin/split transaction.

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Annual General Meeting Results (Item 5.07)

At the AGM held on October 15, 2026, shareholders approved all proposals:

1. Director Elections: All 12 nominees (including Craig Arnold, Scott Donnelly, Geoffrey Martha, Kendall Powell) were elected for terms expiring at the 2027 AGM.
2. Auditor Ratification: PricewaterhouseCoopers LLP ratified as independent auditor for FY 2027 (1,008,390,318 votes FOR).
3. Say-on-Pay: Advisory executive compensation vote passed (936,336,164 FOR vs. 62,496,763 AGAINST).
4. Capital Authorities: Renewed Irish statutory authorizations to issue shares, dis-apply statutory pre-emption rights, and make overseas market share repurchases.