Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 21, 2012, the Board of Directors of Medtronic, Inc. (the "Company") elected Preetha Reddy a director of the Company, effective September 21, 2012. Ms. Reddy will stand for election by shareholders at the Company's 2013 Annual Meeting of Shareholders. Ms. Reddy was appointed to the Finance Committee and the Quality and Technology Committee of the Board of Directors. A press release announcing her appointment was issued on September 21, 2012 and is attached hereto as Exhibit 99.1.

In connection with her election to the Board, Ms. Reddy will receive the Company's standard non-employee director compensation (which shall be provided on a prorated basis for the period beginning with her effective start date and ending with the Company's fiscal year end), including:

• an annual cash retainer (paid in two installments - in the middle and at the end of the fiscal year) in the amount of $80,000 (subject to a 25% reduction if a director does not attend at least 75% of the total meetings of the Board and Committees on which such director served during the relevant fiscal year); and

• on the first business day of each fiscal year, annual deferred stock units
(each representing the right to receive one share of the Company's common stock) equal to $140,000 (subject to a 25% reduction if a director does not attend at least 75% of the total meetings of the Board and Committees on which such director served during the relevant fiscal year) divided by the fair market value of a share of our common stock on the date of grant.

Since the beginning of Medtronic's last fiscal year, neither Ms. Reddy nor any of her 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.

Item 9.01. Exhibits.

(d) Exhibit 99.1 Press release of Medtronic, Inc. dated September 21, 2012.

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