Medtronic plc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Financial Statements and Exhibits
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Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
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): August 18, 2025
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(Exact name of Registrant as Specified in its Charter)
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(Address of principal executive offices) (Zip Code)
+353 1 438-1700
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Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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| Item 2.02. | Results of Operations and Financial Condition | ||||
On August 19, 2025, Medtronic plc, a public limited company organized under the laws of Ireland, issued a press release announcing its first quarter fiscal year 2026 financial results. A copy of the press release is furnished as Exhibit 99.1 to this report.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
On August 18, 2025, the Board of Directors (Board) of Medtronic plc (Company) increased the size of the Board from 11 to 13 and appointed John Groetelaars and William Jellison as new directors of the Company, in each case, effective as of August 19, 2025. Mr. Jellison has been appointed to serve on the newly created Growth committee of the Board and the newly created Operations committee of the Board, and Mr. Groetelaars has been appointed to serve on the newly created Growth committee of the Board.
In connection with the appointment of Messrs. Groetelaars and Jellison to the Board, pursuant to the Company’s non-employee director compensation policy, Messrs. Groetelaars and Jellison will each 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 Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 5, 2025.
There were no arrangements or understandings between either Mr. Groetelaars and any other persons pursuant to which he was selected as a director, and neither Mr. Groetelaars 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.
Similarly, there were no arrangements or understandings between Mr. Jellison and any other persons pursuant to which he was selected as a director, and neither Mr. Jellison 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 the appointments of Mr. Groetelaars and Mr. Jellison was issued on August 19, 2025. A copy of such press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Exhibits. | ||||
(d) List of Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). | |||||||
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.
| Medtronic plc | ||||||||||||||||||||
| By | /s/ Thierry Piéton | |||||||||||||||||||
Date: August 19, 2025 | Thierry Piéton | |||||||||||||||||||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||||||||||||||||
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). | |||||||