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Item 9A. Controls and Procedures

2024-06-20 compared with 2023-06-22 · 62 added, 47 removed, 277 unchanged (28% of the section changed)

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Other Information

As reported in our Quarterly Reports on Form 10-Q for the second and third quarters of fiscal year 2023, Medtronic has engaged in certain activities that it is required to disclose pursuant to Section 13(r)(1)(D)(ii) of the Securities Exchange Act of 1934, as amended.

In particular, during the second and third quarters of fiscal year 2023, Medtronic engaged in certain regulatory activities involving Russia’s Federal Security Service (“FSB”) related to its medical devices that were expressly authorized by the U.S.

Rule 10b5-1 Director and Officer Trading Arrangements

During the quarter ended April 26, 2024, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as those terms are defined in Item 408 of Regulation S-K.

Exchange Act Section 3(r) Disclosure

As reported in our Quarterly Report on Form 10-Q for the first quarter of fiscal year 2024, Medtronic has engaged in certain activities that it is required to disclose pursuant to Section 13(r)(1)(D)(ii) of the Securities Exchange Act of 1934, as amended.

In particular, during the first quarter of fiscal year 2024, Medtronic engaged in certain regulatory activities involving Russia’s Federal Security Service (“FSB”) related to its medical devices that were expressly authorized by the U.S.

Government under applicable economic sanctions regulations.

During the second and third quarters of fiscal year 2023, in the normal course of business and consistent with the OFAC authorizations as in effect at the time, Medtronic Russia filed a total of four notifications with the FSB, as required under local Russian law for the import of medical devices that make use of encryption functionality.

During the first quarter of fiscal year 2024, in the normal course of business and consistent with the OFAC authorizations as in effect at the time, Medtronic Russia filed a total of one notification with the FSB, as required under local Russian law for the import of medical devices that make use of encryption functionality.

These activities did not directly result in any revenues or profits for Medtronic.

Medtronic did not engage in these activities during the first and fourth quarters of fiscal year 2023.

Medtronic did not engage in these activities during the second, third, and fourth quarters of fiscal year 2024.

To the extent that notifications with the FSB remain permissible under U.S.

law, Medtronic may decide to continue engaging in such activities for the limited purposes of complying with local law requirements in Russia.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Part III of this Annual Report on Form 10-K incorporates information by reference from the Company's 2024 definitive proxy statement, which will be filed no later than 120 days after April 26, 2024.

Directors, Executive Officers, and Corporate Governance

The sections entitled “Proposal 1 — Election of Directors — Directors and Nominees,” “Corporate Governance — Committees of the Board and Meetings,” and “Share Ownership Information — Delinquent Section 16(a) Report” in the Company's Proxy Statement for our 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, are incorporated herein by reference.

The sections entitled “Proposal 1 — Election of Directors — Directors and Nominees” and “Corporate Governance — Committees of the Board and Meetings” in the Company's Proxy Statement for our 2024 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 26, 2024, are incorporated herein by reference.

The Company has adopted an insider trading policy which governs the purchase, sale, and/or any other dispositions of our securities by directors, officers and employees and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.

Set forth below are the names and ages of our Executive Officers of Medtronic, as well as information regarding their positions with Medtronic, their periods of service in these capacities, and their business experiences.

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Robert ten Hoedt 63 Executive Vice President and President, Global Regions

Michael Marinaro 53 Executive Vice President and President, Medical Surgical Portfolio and Surgical Operating Unit

Parkhill 58 Executive Vice President and Chief Financial Officer

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Brett Wall 59 Executive Vice President and President, Neuroscience Portfolio

White 60 Executive Vice President and President, Medical Surgical Portfolio

Martha , age 54, is Chairman of the Board of Directors and Chief Executive Officer of Medtronic.

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Government, he was Chief Legal Officer and Secretary for Cardinal Health, Inc from 2005 to 2009.

Fong currently serves on the Board of Cboe Global Markets.

Robert ten Hoedt , age 63, is Executive Vice President and President of the Global Regions.

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and Marketing Manager, Neurological from 1991 to 1994.

Michael Marinaro , age 53, has served as Executive Vice President and President, Surgical Operating Unit since February 2023.

Marinaro previously served as President of Surgical Robotics and, prior thereto, was President of the Cardiac Rhythm Management Operating Unit.

Marinaro joined Medtronic in 2000 and has led numerous businesses across the company during that time.

Parkhill , age 58, joined the Company as Executive Vice President and Chief Financial Officer in June 2016.

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in various capacities from 1992 to 2011, including serving as Chief Financial Officer of the Commercial Banking business from 2007 to 2011.

Parkhill is also a current member of the Board of Directors for American Express.

Sean Salmon, age 59, has been Executive Vice President and President of Medtronic's Cardiovascular Portfolio since January 2021.

Salmon previously served as Executive Vice President and President of the Diabetes Operating Unit (previously known as Diabetes Group) from October 2019 to May 2022.

Prior to that, he served as Senior Vice President and President of Coronary and Structural Heart Business

within the Cardiac and Vascular Group of the Company beginning in July 2014.

Prior to that, he served as Senior Vice President and President of Coronary and Structural Heart Business within the Cardiac and Vascular Group of the Company beginning in July 2014.

Salmon is a seasoned leader who has been with Medtronic since 2004 and spent the past 16 years in increasingly senior levels of management.

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Wall has also worked at Boston Scientific as Director of Marketing, Cardiovascular, Asia Pacifica and Marketing Manager, Japan, from September 1995 to September 2000.

White , age 60, is Executive Vice President and President, Medical Surgical Portfolio.

Since 2017, Mr.

White has served as Executive Vice President and Group President of the Minimally Invasive Therapies Group of Medtronic.

Prior to that, he was Senior Vice President and President, Asia Pacific from January 2015 to December 2017.

He had served as President, Emerging Markets, President, Respiratory and Monitoring Solutions and Vice President and General Manager of Patient Monitoring at Covidien.

He also held various leadership positions at GE Healthcare and IBM.

White is also a current member of the Board of Directors of Smith & Nephew plc.

Executive Compensation

The sections entitled “Corporate Governance — Director Compensation,” “Corporate Governance — Committees of the Board and Meetings,” “Compensation Discussion and Analysis,” and “Executive Compensation” in Medtronic's Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, are incorporated herein by reference.

The section entitled “Compensation Committee Report” in Medtronic's Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, is furnished herein by reference.

The information required by Item 11 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the headings “Corporate Governance — Director Compensation,” “Corporate Governance — Committees of the Board and Meetings,” “Compensation Discussion and Analysis,” “Executive Compensation,” and “Compensation Committee Report,” and is incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April 26, 2024.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The sections entitled “Share Ownership Information – Significant Shareholders,” “Share Ownership Information – Beneficial Ownership of Management,” and “Executive Compensation — Equity Compensation Plan Information” in Medtronic's Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, are incorporated herein by reference.

The information required by Item 12 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the headings “Share Ownership Information — Significant Shareholders,” “Share Ownership Information — Beneficial Ownership of Management,” and “Executive Compensation — Equity Compensation Plan Information,” and is incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April 26, 2024 .

Certain Relationships and Related Transactions, and Director Independence

The sections entitled “Corporate Governance — Director Independence” and “Corporate Governance — Related Party Transactions and Other Matters” in Medtronic's Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, are incorporated herein by reference.

The information required by Item 13 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the headings “Corporate Governance — Director Independence” and “Corporate Governance — Related Party Transactions and Other Matters,” and is incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April 26, 2024.

Principal Accounting Fees and Services

The sections entitled “Corporate Governance — Committees of the Board and Meetings” and “Audit and Non-Audit Fees” in Medtronic's Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, which will be filed no later than 120 days after April 28, 2023, are incorporated herein by reference.

The information required by Item 14 will be included in our Proxy Statement for the 2024 Annual General Meeting of Shareholders under the headings “Corporate Governance — Committees of the Board and Meetings” and “Audit and Non-Audit Fees,” and is incorporated herein by reference.

The Proxy Statement will be filed no later than 120 days after April 26, 2024.

Exhibits and Financial Statement Schedules

Financial Statement Schedule

Valuation and Qualifying Accounts — years ended April 28, 2023, April 29, 2022, and April 30, 2021.

Valuation and Qualifying Accounts — fiscal years ended April 26, 2024, April 28, 2023, and April 29, 2022.

MEDTRONIC PLC AND SUBSIDIARIES

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Fiscal Year Charges to Income Charges to Other Accounts Other Changes (Debit) Credit Balance

Allowance for doubtful accounts:

Allowance for doubtful accounts and credit losses:

Fiscal year ended April 26, 2024 $ 176 $ 90 $ — $ ( 93 ) (a) $ 173

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Fiscal year ended April 29, 2022 241 58 — ( 69 ) (a) 230

Inventory reserve:

Fiscal year ended April 28, 2023 $ 628 $ 271 $ — $ ( 231 ) (b) $ 669

Fiscal year ended April 29, 2022 629 156 — ( 157 ) (b) 628

Fiscal year ended April 30, 2021 544 483 — ( 398 ) (b) 629

Deferred tax valuation allowance:

Fiscal year ended April 28, 2023 $ 6,583 $ 4,779 $ 39 (c) $ ( 63 ) (d) $ 11,311

1 (e) (27) (f)

Fiscal year ended April 29, 2022 5,822 884 ( 19 ) (e) ( 103 ) (d) 6,583

Fiscal year ended April 30, 2021 5,482 342 170 (e) ( 172 ) (d) 5,822

Fiscal year ended April 26, 2024 $ 11,311 $ 1,522 $ 3 (b) $ ( 108 ) (c) $ 13,271

545 (e) ( 2 ) (d)

Fiscal year ended April 28, 2023 6,583 4,779 39 (b) ( 63 ) (c) 11,311

1 (d) ( 27 ) (e)

Fiscal year ended April 29, 2022 5,822 884 ( 19 ) (d) ( 103 ) (c) 6,583

(a) Primarily consists of uncollectible accounts written off, less recoveries.

(b) Primarily reflects utilization of the inventory reserve.

(d) Primarily reflects carryover attribute utilization and expiration.

(e) Primarily reflects the effects of currency fluctuations.

(f) Primarily reflects the impacts from tax rate changes.

(b) Reflects the impact from acquisitions.

(d) Primarily reflects the effects of currency fluctuations.

(e) Primarily reflects the impacts from tax rate changes.

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

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and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.4 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No.

4.13 Fourth Supplemental Indenture to Medtronic, Inc.

Senior Indenture, dated as of February 22, 2023, among Medtronic Global Holdings, S.C.A., Medtronic, Inc.

and Medtronic plc and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, N.A.), as trustee (incorporated by reference to Exhibit 4.9 to Medtronic plc’s Registration Statement on Form S-3, filed on March 3, 2023)

4.14 Fifth Supplemental Indenture to Medtronic, Inc.

Senior Indenture, dated as of June 3, 2024, among Medtronic, Inc., Medtronic plc, Medtronic Global Holdings S.C.A., Computershare Trust Company, N.A., as trustee, and Elavon Financial Services DAC, UK Branch (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Form 8-K, filed on June 3, 2024)

4.15 Indenture, dated as of October 22, 2007, by and among Covidien International Finance S.A., Covidien Ltd.

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and Medtronic plc, Wells Fargo Bank, N.A., as trustee, and Elavon Financial Services DAC, as paying agent (including the forms of the 2023 Notes, the 2025 Notes, the 2028 Notes, the 2032 Notes, the 2040 Notes and the 2050 Notes) (incorporated by reference to Exhibit 4.1 to Medtronic plc' Current Report on Form 8-K, filed September 29, 2020, File No.

4.27 Fifth Supplemental Indenture, dated as of September 21, 2022, among Medtronic Global Holdings S.C.A., Medtronic, Inc.

and Medtronic plc, Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee, and Elavon Financial Services DAC, as paying agent (including the forms of the 2025 Notes, the 2028 Notes, the 2031 Notes and the 2034 Notes) (incorporated by reference to Exhibit 4.1 to Medtronic plc’s Current Report on Form 8-K filed on September 21, 2022, File No.

4.28 Sixth Supplemental Indenture, dated as of February 22, 2023, among Medtronic Global Holdings S.C.A., Medtronic, Inc.

and Medtronic plc, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Medtronic plc’s Registration Statement on Form S-3, filed on March 3, 2023, File No.

4.29 Seventh Supplemental Indenture, dated as of March 30, 2023, among Medtronic Global Holdings S.C.A., Medtronic, Inc.

and Medtronic plc, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee (including the forms of the 2028 Notes and the 2033 Notes) (incorporated by reference to Exhibit 4.2 to Medtronic plc’s Current Report on Form 8-K filed on March 30, 2023, File No.

#4.30 Description of Registrant's Securities .

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10.3 Term Loan Agreement, dated as of May 12, 2020, among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic PLC, the Lenders party thereto and Mizuho Bank, LTD., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K, filed on May 12, 2020, File No.

10.4 Term Loan Agreement, dated as of May 2, 2022, by and among Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic plc, and Mizuho Bank, Ltd., as administrative agent and as lender (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K, filed on May 2, 2022, File No.

10.5 Form of Deed of Indemnification (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K12B, filed on January 27, 2015, File No.

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*10.8 Letter Agreement by and between Medtronic, Inc.

and Carol Surface dated August 22, 2013 (incorporated by reference to Exhibit 10.44 to Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 25, 2014, filed on June 20, 2014, File No.

*10.8 Letter Agreement by and between Medtronic, Inc.

and Bradley E.

Lerman dated May 2, 2014 (incorporated by reference to Exhibit 10.4 of Medtronic, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 25, 2014, filed on August 29, 2014, File No.

*10.9 Letter Agreement by and between Medtronic, Inc.

and Karen Parkhill dated May 2, 2016 (incorporated by reference to Exhibit 10.1 to Medtronic, plc’s Current Report on Form 8-K, filed on May 4, 2016, File No.

*10.9 Letter Agreement by and between Medtronic, Inc.

Fong dated November 19, 2021 (incorporated by reference to Exhibit 10.1 to Medtronic, plc’s Quarterly Report on Form 10-Q, filed on September 1, 2022).

*10.10 Office of Chairman and Chief Executive Officer Letter Agreement (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q, filed on December 3, 2019, File No.

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*10.65 Form of Non-Qualified Stock Option Agreement under Amended and Restated 2013 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.70 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 24, 2020, filed on June 19, 2020, File No.

*10.66 Medtronic plc 2014 Amended and Restated Employees Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No.

*10.66 Medtronic plc Incentive Plan (as amended and restated effective January 26, 2015) (incorporated by reference to Exhibit 10.11 to Medtronic plc’s Current Report on Form 8-K, filed on January 27, 2015, File No.

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10.82 Amendment No.

4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2022.

4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2022 (incorporated by reference to Exhibit 10.1 to Medtronic plc's Quarterly Report on Form 10-Q for the quarter ended January 27, 2023, filed on March 1, 2023, File No.

10.83 Annex I to Amendment No.

4 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2022.

10.84 Amendment No.

2 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2020

#10.86 Medtronic Nonqualified Retirement Plan Supplement dated as of April 28, 2023

2 and Extension Agreement to the Amended and Restated Credit Agreement dated as of December 12, 2020 (incorporated by reference to Exhibit 10.85 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 28, 2023, filed on June 22, 2023, File No.

10.85 Medtronic Nonqualified Retirement Plan Supplement dated as of April 28, 2023 (incorporated by reference to Exhibit 10.86 to Medtronic plc’s Annual Report on Form 10-K for the year ended April 28, 2023, filed on June 22, 2023, File No.

*10.86 Performance Share Unit Award Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Quarterly Report on Form 10-Q filed on August 31, 2023, File No.

*10.87 Restricted Stock Unit Award Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.2 to Medtronic plc’s Quarterly Report on Form 10-Q filed on August 31, 2023, File No.

*10.88 Restricted Stock Unit Award Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Medtronic plc’s Quarterly Report on Form 10-Q filed on August 31, 2023, File No.

*10.89 Non-Qualified Stock Option Agreement 2021 Medtronic plc Long Term Incentive Plan (incorporated by reference to Exhibit 10.4 to Medtronic plc’s Quarterly Report on Form 10-Q filed on August 31, 2023, File No.

*10.90 Medtronic plc 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Medtronic plc’s Current Report on Form 8-K filed on October 23, 2023, File No.

#19 Medtronic plc Global Insider Trading Policy

#21 List of Subsidiaries of Medtronic plc.

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#32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

#97 Medtronic plc Policy For The Recovery of Erroneously Awarded Compensation

#101.SCH XBRL Taxonomy Extension Schema Document

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures