Medtronic plc

This summary highlights information described in more detail elsewhere in this proxy statement. It does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

2024 Annual General Meeting of Shareholders

Advance Voting Methods and Deadlines

MEDTRONIC I 2024 Proxy Statement 1

Questions and Answers About Attending Our Annual General Meeting and Voting

The Company encourages you to review the questions and answers about the Annual General Meeting and voting beginning on page 82 to learn more about the rules and procedures surrounding the proxy and Annual General Meeting process, as well as the business to be conducted at the Annual General Meeting. If you plan to attend the Annual General Meeting in person, please direct your attention to the information following “Admission to the Meeting” on page 83.

IF YOU WISH TO ATTEND THE ANNUAL GENERAL MEETING, YOU MUST EITHER REQUEST AN ADMISSION TICKET IN ADVANCE OR BRING PROOF OF OWNERSHIP OF ORDINARY SHARES TO THE MEETING. YOUR VOTE IS IMPORTANT! PLEASE CAST YOUR VOTE AND PLAY A PART IN THE FUTURE OF MEDTRONIC.

Voting Matters and Board Recommendations

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Director Nominees

You are being asked to vote, by separate resolutions, on the election of the following ten Directors. Each Director nominee is elected annually by a majority of votes cast. Detailed information about each Director’s background, skill sets and areas of expertise can be found beginning on page 12.

(1)As of July 10, 2024.

(2)Lead Independent Director.

(3)Denise M. O’Leary, a current member of the Nominating and Corporate Governance Committee, was not nominated for reelection at the 2024 Annual General Meeting (AGM) but will continue to serve on the Committee until her current term ends at the close of the 2024 AGM. Upon completion of the 2024 AGM, Ms. Fonseca will succeed Ms. O’Leary as a member of the Nominating and Corporate Governance Committee and transition off the Compensation Committee.

(4)Denise M. O’Leary, the current Chair of the Audit Committee, was not nominated for reelection at the 2024 AGM but will continue to serve as Chair of the Audit Committee until her current term ends at the close of the 2024 AGM. Upon completion of the 2024 AGM, Mr. Lewis will succeed Ms. O’Leary as Chair of the Audit Committee.

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Corporate Governance Highlights

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2024 Nominee Director Board Composition

2024 Nominee Director Board Skills

Skills Matrix - Definitions

Executive Leadership –Current or former CEO, COO or equivalent

Finance/Accounting/Strategic Transactions –Current or former CFO or chief accounting officer; Audit Committee Financial Expert; other finance or accounting expertise and experience; M&A or equivalent

Healthcare Industry – Experience in the healthcare industry, including as a physician/clinician

Technology and Innovation – Current or former chief R&D officer or equivalent; CEO or COO of a large, complex technology company; experience as a senior-level scientist or technology leader

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Legal/Regulatory/Risk Management/Government – Current or former chief legal, regulatory or risk officer or equivalent; prior service as a high-level government official or regulator

Global Operations – Management of or responsibility for large, complex global operations

Cybersecurity/IT – Expertise and experience in cybersecurity or information technology; CIO, CISO or equivalent

Consumer/Marketing/Brand Management – Expertise and experience in consumer marketing or brand management

Director Selection and Onboarding Process

As part of its ongoing board refreshment process, the Nominating and Corporate Governance Committee has primary responsibility for identifying and evaluating candidates for appointment to the Company’s Board of Directors. Qualified individuals are also identified through independent third party search firms, independent recommendations, and from outreach through non-traditional channels to ensure a broad and diverse pool of candidates. Candidates engage in a rigorous review and interview process with the Company’s Nominating and Corporate Governance Committee, as well as with other members of the Board of Directors, including the Lead Independent Director. Candidates are assessed on such items as diversity of background including relevant skills, industry and other experience, and personal attributes, and an in-depth due diligence process is also conducted to ensure independence and integrity. At the conclusion of assessment and due diligence processes, the Nominating and Corporate Governance Committee presents qualified candidates to the full Board of Directors for review and approval. The Board of Directors has adopted a formal Board Diversity Policy to publicly codify the importance of and commitment to diverse representation on the Board of Directors. When a person joins the Board of Directors, the Company provides comprehensive written materials and onboarding sessions for the new Director. The sessions include meeting individually with senior executive officers in order to gain additional insight into the Company’s operations and strategic priorities.

Shareholder Outreach on Governance

The Company recognizes the value of shareholder engagement and takes a proactive approach to shareholder outreach on governance matters. Every year, the company has dialogue with many of its institutional investors, and specifically seeks input on governance, executive compensation, and strategic issues, as well as understanding their concerns and addressing their questions. The Company brings feedback from its shareholders to the Board; such feedback is instrumental to the Board’s decision-making process.

ENGAGEMENT CYCLE

Fiscal Year 2024 Performance Highlights

Medtronic is the leading global healthcare technology company, boldly attacking the most challenging health problems facing humanity by searching out and finding solutions, and united by its Mission to alleviate pain, restore health, and extend life for millions of people around the world.

Fiscal year 2024 (“FY24”) was a year where Medtronic took a meaningful step forward advancing its pipeline, implementing its comprehensive transformation, and delivering financial results against its commitments. The Company executed on its strategy of leading through innovation-driven growth in markets where the Company can make a difference for patients and companies. It made progress on accelerating innovation, leveraging its scale, and executing with excellence and accountability.

In FY24, Medtronic produced record revenue of $32.4 billion, an increase of 3.6% as reported and 5.2% organic. The Company delivered mid-single digit organic revenue growth every quarter, and its revenue growth was 1 percentage point above the midpoint of its initial guidance at the start of the year. The Cardiovascular, Neuroscience, and Medical Surgical segments all grew mid-single digits, with Diabetes growing high-single digits, all on an organic basis. New product innovation drove the growth acceleration in FY24, and it is expected to contribute to the Company’s durable mid-single digit growth going forward. The

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Company is entering new product cycles in several important growth markets in MedTech, including cardiac ablation, neuromodulation, hypertension, robotics, and diabetes.

FY24 GAAP diluted earnings per share (EPS) of $2.76 decreased 2%, and non-GAAP diluted EPS of $5.20 also decreased 2%. Non-GAAP diluted EPS finished 15 cents above the midpoint of the Company’s initial guidance at the start of the year. The decrease in non-GAAP diluted EPS was expected and driven by impacts from inflation on cost of goods sold, foreign currency translation, increased incentive plan funding versus the prior year, and higher income tax rates. The cumulative impact of these headwinds is expected to lessen going forward. In addition, the Company continues to execute its ongoing cost savings programs in operations and supply chain, as well as drive efficiencies in its overhead spend. As a result, the Company expects accelerating non-GAAP diluted EPS growth in FY25. FY24 cash flow from operations was $6.8 billion. FY24 free cash flow was $5.2 billion, an increase of 14% and representing free cash flow conversion from non-GAAP net earnings of 75%, driven by improvements in working capital. In FY24, Medtronic returned $5.5 billion to its shareholders as it continued to meet its commitment of returning a minimum of 50% of its free cash flow to its shareholders.

Medtronic had numerous highlights across several categories in FY24, including:

•Comprehensive Transformation – the Company’s comprehensive transformation that it has been executing – including streamlining the operating model, revising incentives, and instilling a performance-driven culture – have enhanced operating health and are leading to more durable financial performance;

•Scientific Evidence and Product Pipeline – advanced innovation pipeline with over 190 active clinical trials conducted in FY24, as well as approximately 130 regulatory approvals across the U.S., Europe, Japan, and China; this included U.S. FDA approval for Symplicity Spyral™ renal denervation system for hypertension, Evolut™ FX+ TAVR system, and Inceptiv™ closed-loop spinal cord stimulator, and CE Mark for Evolut™ FX TAVR system and MiniMed™ 780G System with Simplera Sync™ CGM;

•Product Launches -commenced several key U.S. product launches, including the MiniMed™ 780G system in Diabetes; the PulseSelect™ pulsed field ablation (PFA) system, Micra™ AV2 and Micra™ VR2 leadless pacemakers, and Aurora EV-ICD™ system in Cardiovascular; and the Percept™ RC neurostimulator with BrainSense™ technology in Neuroscience;

•Future Innovation Investment – spent $2.7 billion on research and development to fuel innovative product pipeline, with disproportionate investment in the highest growth opportunities, including Cardiac Ablation Solutions, Structural Heart, Hypertension, Neurovascular, Surgical Robotics, and Diabetes;

•Portfolio Management -announced decision to exit the increasingly unprofitable ventilator product line and retain and combine the remaining Patient Monitoring and Respiratory Interventions businesses into one business called Acute Care and Monitoring;

•Product Quality -continued progress on comprehensive quality transformation; reduced number of patients affected by quality-related events by 95%; reduced Class 1 recalls by 25%;

•Sustainability –included for third consecutive year in the Dow Jones Sustainability World Index (DJSI World) as one of the world’s leading companies for sustainability; named one of the World’s Most Ethical Companies by Ethisphere for second consecutive year; appointed Chief Sustainability Officer for the Company;

•Healthcare Access – Medtronic LABS has screened over 1.9 million people, with over 160,000 lives improved, over 9,000 healthcare workers trained, and over 244,000 patients enrolled;

•Health Equity -results of the SMART Trial, the largest transcatheter aortic valve replacement (TAVR) trial to date to enroll primarily women, were published in The New England Journal of Medicine and provided definitive data that women have the best valve performance when treated with the Medtronic Evolut™ TAVR system;

•Net Zero Carbon Emissions – progressed on ambition of achieving net zero carbon emissions within the Company’s operations and across its value chain (scopes 1, 2, & 3) by FY45, building upon its existing goal of reaching carbon neutrality by FY30; on track to submit its targets to the Science Based Targets Initiative (SBTi) as part of the Company’s journey toward decarbonization;

•Fair and Inclusive Workplace – maintained #2 position on Fair360’s (formerly DiversityInc) 2024 Top 50 Companies for Diversity;

•Shareholder Returns – paid $3.7 billion in dividends and $1.9 billion in net share repurchases to shareholders; announced in May 2024 a dividend increase for the 47th consecutive year.

To conclude with the Company’s most important statistic, Medtronic served over 78 million patients globally in FY24. More than two patients are benefiting from Medtronic therapies and services every second. This is a direct result of the dedication and passion of its global team of 95,000+ employees, collaborating with the Company’s partners in healthcare, to fulfill the Medtronic Mission.

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Executive Compensation Philosophy

The Company’s compensation programs align the interests of named executive officers (“NEOs”), with those of the stakeholders, particularly shareholders. The Company’s programs are market-competitive to ensure it attracts, retains and engages highly talented executives with compensation packages established pursuant to the following principles:

•Market-Competitive. We benchmark and assess our program annually to ensure market-competitive target total direct compensation consisting of base salary, target annual cash incentive and long-term incentives. The benchmarking process ensures that each element of target total direct compensation is within a market competitive range relative to our 24-company Comparison Group.

•Pay for Performance. We emphasize pay for performance by making at least 75% of target total direct compensation payable to each NEO contingent on the attainment of annual and long-term Company performance goals. The commitment to pay for performance provides actual compensation outcomes with varying levels of competitiveness based on our absolute and relative performance results.

•Shareholder Value Alignment. We align incentive programs with shareholder value creation by using annual and three-year performance measures that drive shareholder value. Incentive goals come directly from our Board-approved annual operating plan and our Board-approved long-term strategic plan.

•Non-Financial Metrics. Both Quality and Inclusion, Diversity, and Equity (ID&E) are components of our scorecard that directly impact payouts of our annual incentive plan. The quality goals can only reduce a payout, while the ID&E goals can increase or reduce a payout. Quality and ID&E also directly align to the Medtronic Mission, “To strive without reserve for the greatest possible reliability and quality in our products” and to “recognize the personal worth of all employees.”

Executive Compensation Program Design

Our executive compensation program design supports our philosophy by emphasizing incentives, specifically long-term incentives. As the graphs bellow highlight, a significant majority (86% - 93%) of target total direct compensation is variable via incentives.

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Sustainability Highlights

The Company’s strategy on sustainability is focused on key priority issues that impact our business growth, finances, and/or reputation, are important to our stakeholders, and are aligned with our Mission. The Mission articulates the Company’s purpose and acknowledges its responsibility to contribute to human welfare; deliver the highest-quality products, therapies and services to patients; make a fair profit; recognize the personal worth of employees; and maintain good citizenship as a company.

The Company’s Mission has been the motivation for everything it does for more than 60 years, and its relevance is magnified in today’s global business environment which calls upon companies to contribute in meaningful ways to sustainable development.

The Company’s key sustainability issues – which were identified by internal and external stakeholders and are distinctly aligned with the Mission – enable Medtronic to drive sustainable growth, catalyze innovation, and seek out partnerships for positive impact while contributing to the United Nations Sustainable Development Goals (“U.N. SDG”).

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While the Company is committed to advancing performance related to all the Company’s sustainability issues, it elevates three that provide its greatest opportunity for positive global impact.

Because responsible management of climate risk and resilience is of concern to our stakeholders and aligns with our Mission, the Company announced an ambition to be carbon neutral in the Company’s owned and operated facilities (Scope 1 and 2) by FY30 and net zero across our value chain (Scope 3) by FY45, and we have posted a high-level decarbonization roadmap on Medtronic.com. To achieve these ambitions, in March 2023 Medtronic publicly committed to set emissions reduction targets grounded in climate science through the Science Based Targets initiative (SBTi) by the end of fiscal year 2025. In addition, we continue to integrate climate risk assessment into business continuity and enterprise risk management processes.

Sustainability Governance and Management

Recognizing the significant impact that sustainability issues have on the company’s ability to enable sustainable growth, the Nominating and Corporate Governance Committee of the Company’s Board of Directors has responsibility to oversee the Company’s sustainability performance, including the impacts of its operations on society and the environment.

An executive-level Sustainability Steering Committee, sponsored by the Chief Financial Officer and facilitated by the Chief Sustainability Officer’s enterprise program office, oversees the Company’s corporate sustainability strategy, performance and disclosure related to the Company’s priority issues.

The Company’s Sustainability Program Office identifies and drives performance on activities related to its priority issues, including current and emerging risks and opportunities, across short, medium, and long-term time horizons, and escalates them to the Sustainability Steering Committee. The program office also sets performance and disclosure expectations and engages stakeholders on relevant issues.

Performance and Disclosure

The Company has set public ambitions, goals and targets to improve the environmental and social impacts of company operations since 2007. In 2023 the Company published a report on its Global Human Rights program and set new Product Stewardship targets. The Company releases a Sustainability “Impact” Report annually, which follows the guidance of globally recognized sustainability reporting frameworks, such as the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) frameworks. This report outlines the Company’s sustainability management approach and performance related to its priority issues, including key performance metrics and progress against set targets. In February, each year, the Company also releases an annual Inclusion, Diversity and Equity (ID&E) Report that publicly shares the company’s efforts to create an inclusive work environment, remove bias, and amplify its impact in local communities.

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