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| MDT > SEC Filings for MDT > Form 8-K on 28-Aug-2012 | All Recent SEC Filings |
28-Aug-2012
Submission of Matters to a Vote of Security Holders
On August 23, 2012, Medtronic, Inc. (the "Company") held its 2012 Annual Meeting
of Shareholders (the "Annual Meeting") to: (1) elect ten directors each for a
one-year term; (2) ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for fiscal year 2013;
(3) approve, in a non-binding advisory vote, named executive officer
compensation; (4) amend and restate the Company's Articles of Incorporation to
provide for a majority vote in uncontested elections of directors; (5) consider
and vote upon a shareholder proposal entitled "Proxy Access"; and (6) consider
and vote upon a shareholder proposal entitled "Adopt Simple Majority Vote."
At the close of business on June 25, 2012, the record date of the Annual Meeting, the Company had 1,025,039,711 shares of common stock issued and outstanding. The holders of a total of 852,418,500 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a majority of the issued and outstanding shares on the record date of the Annual Meeting.
The final voting results and the votes used to determine the results for each proposal are set forth below:
1. The shareholders elected each of the ten nominees to the Board of Directors to serve for one-year terms, as follows:
Withheld
(Percent of
For (Percent of Shares
For Shares Voted) Withheld Voted) Broker Non-Vote
Richard H. Anderson 723,395,506 97.02 % 22,250,249 2.98 % 106,772,745
Victor J. Dzau, M.D. 652,916,111 87.56 % 92,729,644 12.44 % 106,772,745
Omar Ishrak 723,068,313 96.97 % 22,577,442 3.03 % 106,772,745
Shirley Ann Jackson, Ph.D. 662,509,756 88.85 % 83,135,999 11.15 % 106,772,745
Michael O. Leavitt 739,751,450 99.21 % 5,894,305 0.79 % 106,772,745
James T. Lenehan 740,079,642 99.25 % 5,566,113 0.75 % 106,772,745
Denise M. O'Leary 723,306,621 97.00 % 22,339,134 3.00 % 106,772,745
Kendall J. Powell 723,917,611 97.09 % 21,728,144 2.91 % 106,772,745
Robert C. Pozen 738,742,306 99.07 % 6,903,449 0.93 % 106,772,745
Jack W. Schuler 641,073,069 85.98 % 104,572,686 14.02 % 106,772,745
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2. The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2013 fiscal year.
Votes Percent of SharesVoted
For 839,550,771 98.49 %
Against 10,660,859 1.25 %
Abstain 2,206,870 0.26 %
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3. The shareholders approved, on a non-binding advisory basis, the compensation awarded to the Company's named executive officers.
Votes Percent of SharesVoted
For 605,321,988 81.18 %
Against 135,837,536 18.22 %
Abstain 4,486,231 0.60 %
Broker Non-Vote 106,772,745 N/A
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Percent of Shares
Votes Outstanding
For 739,186,029 72.11 %
Against 4,772,808 0.47 %
Abstain 1,686,918 0.16 %
Broker Non-Vote 106,772,745 N/A
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5. The shareholders did not approve the shareholder proposal entitled "Proxy Access."
Votes Percent of Shares Voted
For 54,857,884 7.36 %
Against 686,472,701 92.06 %
Abstain 4,315,170 0.58 %
Broker Non-Vote 106,772,745 N/A
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6. The shareholders approved the shareholder proposal entitled "Adopt Simple Majority Vote."
Votes Percent of Shares Voted
For 492,177,485 66.01 %
Against 250,291,934 33.57 %
Abstain 3,176,336 0.43 %
Broker Non-Vote 106,772,745 N/A
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