Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 27, 2009, at the 2009 Annual Meeting of Shareholders of Medtronic, Inc. (the "Company"), shareholders approved certain amendments to the Medtronic, Inc. 2005 Employees Stock Purchase Plan (the "2005 Plan") and the Medtronic, Inc. 2008 Stock Award and Incentive Plan (the "2008 Plan") (collectively the "Plans").
2005 Plan: increased the number of shares authorized for issuance under the 2005 Plan from 10,000,000 to 25,000,000 shares.
2008 Plan: increased the number of shares authorized for issuance under the 2008 Plan from 50,000,000 to 100,000,000 shares.
The foregoing description of the 2005 Plan and 2008 Plan is qualified in its entirety by reference to the full text of the Plans, which were attached as Appendix A and Appendix B, respectively, to the Company's proxy statement for the 2009 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on July 17, 2009.

---