MiniMed Group, Inc.
For the period ended Oct 9, 2026. Filed Aug 21, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 9, 2026 · Filed Aug 21, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
☒ Filed by the Registrant
☐ Filed by a Party other than the Registrant
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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MiniMed Group, Inc.
(Exact name of Registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Notice of Annual Meeting of Stockholders
We invite you to attend our 2026 Annual Meeting of Stockholders (“Annual Meeting”) on Friday, October 9, 2026, at 9:00 a.m., Pacific Time, which will be held in virtual-only format at www.virtualshareholder meeting.com/MMED2026. You will not be able to attend the Annual Meeting in person.
MEETING AGENDA
| 1. | Electing the four Class I director nominees named in the proxy statement to hold office until the 2029 annual meeting of MiniMed Group, Inc. (“we,” “us,” “our,” the “Company” or “MiniMed”); |
| 2. | Ratifying, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for fiscal year ending April 30, 2027; |
| 3. | Approving, on an advisory basis, the Company’s executive compensation; |
| 4. | Approving, on an advisory basis, the frequency of ‘Say-on-Pay’ votes; and |
| 5. | Transacting any other business that may properly come before the meeting and any adjournments or postponements thereof. |
Each director nominated in Proposal 1 needs a plurality of the votes cast with respect to that director’s election to be elected. Proposals 2, 3 and 4 above require the affirmative vote of the holders of a majority of the voting power of capital stock present in person or represented by proxy at the meeting and entitled to vote to be approved. All proposals are more fully described in this proxy statement.
RECORD DATE
Stockholders of record and beneficial owners at the close of business on August 11, 2026, will be entitled to vote at the meeting.
ONLINE PROXY DELIVERY AND VOTING
As permitted by the Securities and Exchange Commission, we are making this proxy statement and the Company’s annual report to stockholders available to our stockholders electronically via the Internet. We believe electronic delivery expedites your receipt of materials, reduces the environmental impact of our Annual Meeting and reduces costs significantly. The Notice Regarding Internet Availability of Proxy Materials (the “Notice”) contains instructions on how you can access the proxy materials and how to vote online. If you received the Notice by mail, you will not receive a printed copy of the proxy materials unless you request one in accordance with the instructions provided in the Notice. This Notice will be sent to stockholders on or about August 21, 2026, and will provide instructions on how you may access and review the proxy materials on the Internet and how to vote.
ATTENDING THE ANNUAL MEETING
Only stockholders of record and beneficial owners holding our shares as of the close of business on August 11, 2026 are entitled to attend and vote at the Annual Meeting and any postponement or adjournment thereof. Whether or not you plan to attend the Annual Meeting, we strongly urge you to cast your vote promptly. Please see page 80 for additional information regarding how to attend the virtual meeting and how to vote your shares. This Proxy Statement provides information that you should consider when you vote your shares.
By Order of the Board of Directors,
Courtney Nelson Wills
Senior Vice President, General Counsel & Corporate Secretary
MiniMed Group, Inc.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on October 9, 2026: This proxy statement, and the Company’s 2026 Annual Report to Stockholders for the year ended April 24, 2026, are available atwww.proxyvote.com.
YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO VOTE.
If possible, please vote your shares over the internet using the instructions found in the Notice. Alternatively, you may request a printed copy of the proxy materials and vote using the toll-free telephone number on the proxy card or by marking, signing, dating and mailing your proxy form in the postage-paid envelope that will be provided. Voting by any of these methods will not limit your right to vote during the Annual Meeting. All proxies will be forwarded to the Company’s registered office electronically.
If you hold your shares in “street” name through a brokerage account, your broker will NOT be able to vote your shares on non-routine matters being considered at the Annual Meeting unless you have given instructions to your broker prior to the meeting on how to vote your shares. Proposals 1, 3 and 4 are considered non-routine matters. This means that you must give specific voting instructions to your broker on how to vote your shares on these proposals so that your vote can be counted on these proposals.
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