Medtronic plc

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

®

Medtronic plc

(Exact name of Registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

2022 Proxy Statement and Notice of Annual Meeting of Shareholders

PROXY

STATEMENT

and Notice of 2024 Annual General Meeting of Shareholders

Thursday, Oct. 17, 2024 -8:00 a.m. local time- Galway, Ireland

Notice of Annual General Meeting

Thursday, October 17, 2024

8:00 a.m. local time

The g Hotel and Spa, Wellpark, Galway City, Ireland

MEETING AGENDA

1. Electing, by separate resolutions, the ten director nominees named in the proxy statement to hold office until the 2025 Annual General Meeting of Medtronic plc (the “Company”);

2. Ratifying, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2025 and authorizing, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor’s remuneration;

3. Approving, on an advisory basis, the Company’s executive compensation;

4. Renewing the Board of Directors’ authority to issue shares under Irish law;

5. Renewing the Board of Directors’ authority to opt out of pre-emption rights under Irish law;

6. Authorizing the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares;

7. Receiving and considering the Company’s Irish Statutory Financial Statements for the fiscal year ended April 26, 2024 and the reports of the directors and auditors thereon, and reviewing the affairs of the Company; and

8. Transacting any other business that may properly come before the meeting and any adjournments or postponements thereof.

Proposals 1, 2, 3, 4, and 6 above are ordinary resolutions requiring a simple majority of the votes cast at the meeting to be approved. Proposal 5 is a special resolution requiring at least 75% of the votes cast at the meeting to be approved. All proposals are more fully described in this proxy statement. There is no requirement under Irish law that Medtronic’s Irish Statutory Financial Statements for the fiscal year ended April 26, 2024, or the directors’ and auditor’s reports thereon be approved by the shareholders, and no such approval will be sought at the Annual General Meeting.

RECORD DATE

Shareholders of record at the close of business on August 23, 2024, 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, the Company’s annual report to shareholders, and our Irish statutory financial statements available to our shareholders electronically via the Internet. We believe electronic delivery expedites your receipt of materials, reduces the environmental impact of our Annual General 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. The Notice will be mailed to shareholders on or about September 5, 2024 and will provide instructions on how you may access and review the proxy materials on the Internet and how to vote.

ADMISSION TO THE ANNUAL GENERAL MEETING

If you wish to attend the Annual General Meeting, you must be a shareholder on the record date and either request an admission ticket in advanceby visitingwww.proxyvote.com and following the instructions provided (you will need the control number included on your proxy card, voter instruction form or Notice), or bring proof of ownership of ordinary shares to the meeting. Tickets will be issued to registered and beneficial owners and to one guest accompanying each registered or beneficial owner.

August 9, 2024

By Order of the Board of Directors,

/s/ Ivan K. Fong

Ivan K. Fong

Executive Vice President, General Counsel and Secretary

Medtronic plc

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on October 17, 2024: This proxy statement, the Company’s 2024 Annual Report to Shareholders and our Irish Statutory Financial Statements for the year ended April 26, 2024, 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 General Meeting. All proxies will be forwarded to the Company’s registered office electronically.Under New York Stock Exchange rules, 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 General Meeting unless you have given instructions to your broker prior to the meeting on how to vote your shares. Proposals 1 and 3 are considered non-routine matters under New York Stock Exchange rules. This means that you must give specific voting instructions to your broker on how to vote your shares so that your vote can be counted.

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