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.

2025 Annual General Meeting of Shareholders

Advance Voting Methods and Deadlines

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 91 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 92.

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.

MEDTRONIC I 2025 Proxy Statement 1

Voting Matters and Board Recommendations

MEDTRONIC I 2025 Proxy Statement 2

Director Nominees

You are being asked to vote, by separate resolutions, on the election of the following twelve 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 1, 2025.

(2)Andrea J. Goldsmith, Ph.D., a current member of the Quality Committee, is not standing for reelection at the 2025 Annual General Meeting (AGM) but will continue to serve on the Committee until her current term ends at the close of the 2025 AGM.

(3)Lead Independent Director.

(4)Effective August 19, 2025.

(5)Effective June 18, 2025.

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Corporate Governance Highlights

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2025 Nominee Director Board Composition

2025 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

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

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

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

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

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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 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 diversity of skillset, knowledge, and background 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 2025 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.

In fiscal year 2025 (“FY25”), the underlying fundamentals of the Company were strong and getting stronger, as the Company accelerated its direction of travel to higher, profitable growth. The Company advanced its pipeline of leading medical innovation, improved its earnings power, and delivered 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 patient and physician stakeholders.

In FY25, Medtronic delivered record revenue of $33.5 billion, an increase of 3.6% as reported and 4.9% organic. This was at the upper end of the organic revenue guidance the company provided at the start of the year. The Company delivered mid-single digit organic revenue growth every quarter for the second straight year. The Cardiovascular and Neuroscience segments grew mid-single digits, the Medical Surgical segment grew low-single digits, and Diabetes grew low-double digits, all on an organic basis.

The Company’s growth drivers are having an impact and building momentum, and this is expected to contribute to the Company’s durable mid-single digit or higher growth going forward. The Company made significant progress with new product introductions in Cardiac Ablation Solutions and Neuromodulation, and continues to make advances in hypertension, robotics, and diabetes.

As anticipated, the Company improved its earnings power in FY25. GAAP diluted earnings per share (EPS) of $3.61 increased 31%, and non-GAAP diluted EPS of $5.49 increased 6%, or 10% on a constant currency basis. This was at the upper end of the guidance the company provided at the start of the year. The Company continued to execute on its cost saving initiatives in its global

MEDTRONIC I 2025 Proxy Statement 6 operations and supply chain, as well as drive SG&A leverage. As a result, GAAP operating profit and operating margin increased 16% and 190 basis points, respectively. Non-GAAP operating profit and operating margin increased 5% and 10 basis points, respectively, and 9% and 100 basis points on a constant currency basis, respectively.

FY25 cash flow from operations was $7.0 billion, an increase of 4%. FY25 free cash flow was $5.2 billion, unchanged versus FY24 and representing free cash flow conversion from non-GAAP net earnings of 73%. In FY25, Medtronic returned $6.3 billion to its shareholders through its growing dividend and share repurchases.

Medtronic had numerous highlights across several categories in FY25, including:

•Fundamental Changes Having Impact – the Company’s fundamental changes that it has made over the past few years are making a difference; these include streamlining the operating model, implementing performance-driven incentives, bringing in outside leadership, prioritizing innovation investments, centralizing global operations and supply chain, and adding a performance-driven culture and transforming the portfolio;

•Scientific Evidence and Product Pipeline – advanced innovation pipeline with over 170 active clinical trials conducted in FY25, as well as approximately 130 regulatory approvals across the U.S., Europe, Japan, and China to drive long-term growth; this included U.S. FDA approval for the Affera™ mapping and ablation system and Sphere-9™ catheter, OmniaSecure™ defibrillation lead, Avalus™ Ultra surgical aortic tissue valve, Simplera™ and Simplera Sync™ CGM, and VitalFlow™ ECMO system;

•Product Launches – launched several new products, including the Evolut™ FX+ TAVR system, Affera™ mapping and ablation system and Sphere-9™ catheter, Inceptiv™ closed-loop spinal cord stimulator, Percept™ RC neurostimulator with BrainSense™ technology, and Simplera™ and Simplera Sync™ CGM;

•Future Innovation Investment – spent $2.7 billion on research and development to fuel innovative product pipeline, with disproportionate investment in the highest growth opportunities;

•Portfolio Management – following the fiscal year, the Company announced in May its intent to separate the Diabetes segment through a preferred path of an IPO/Split, which it intends to complete within 18 months;

•Product Quality - continued progress on comprehensive quality transformation; reduced Class 1 and 2 recalls by 33%;

•Sustainability – included for fourth 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 third consecutive year;

•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 – published results of the two-year SMART Trial, the largest transcatheter aortic valve replacement (TAVR) trial to date to enroll primarily women, 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; submitted 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 2024 Top 50 Companies for Diversity;

•Shareholder Returns – paid $3.6 billion in dividends and $2.7 billion in net share repurchases to shareholders; announced in May 2025 a dividend increase for the 48th consecutive year.

To conclude with the Company’s most important statistic, Medtronic served over 79 million patients globally in FY25. 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. Quality is a primary non-financial metric impacting payouts under our annual incentive plan. Quality aligns to the Medtronic Mission, “To strive without reserve for the greatest possible reliability and quality in our products.”

Executive Compensation Program Design

Our executive compensation program design supports our philosophy by emphasizing incentives, specifically long-term incentives. As the graphs below 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 65 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 2025 Medtronic committed to monitoring its progress in accordance with the Science Based Targets initiative (SBTi). 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 Technology and Innovation 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. In 2024, the Company released an Impact report, 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.

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