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.

2026 Annual General Meeting of Shareholders

Advance Voting Methods and Deadlines

Questions and Answers About Attending Our Annual General Meetingand Voting

The Company encourages you to review the questions and answers about the Annual General Meeting and voting beginning on page 84 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 85.

IF YOU WISH TO ATTEND THE 2026 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 2026 Proxy Statement 1

Voting Matters and Board Recommendations

Our Mission

To contribute to human welfare by application of biomedical engineering in the research, design, manufacture, and sale of instruments or appliances that alleviate pain, restore health, and extend life.

To direct our growth in the areas of biomedical engineering where we display maximum strength and ability; to gather people and facilities that tend to augment these areas; to continuously build on these areas through education and knowledge assimilation; to avoid participation in areas where we cannot make unique and worthy contributions.

To strive without reserve for the greatest possible reliability and quality in our products; to be the unsurpassed standard of comparison and to be recognized as a company of dedication, honesty, integrity, and service.

To make a fair profit on current operations to meet our obligations, sustain our growth, and reach our goals.

To recognize the personal worth of all employees by providing an employment framework that allows personal satisfaction in work accomplished, security, advancement opportunity, and means to share in the company's success.

To maintain good citizenship as a company.

About Medtronic

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.

With 95,000+ full-time employees across 150 countries, we put patients first — delivering innovative solutions that treat more than 70 health conditions across our three portfolios, from advanced cardiac and neurovascular care to robotic-assisted surgery, and our Diabetes business. Our health tech improves the lives of more than two people every second. In everything we do, we are engineering the extraordinary.

MEDTRONIC I 2026 Proxy Statement 2

Fiscal Year 2026 Performance Highlights

In fiscal year 2026, the Company’s underlying fundamentals continued to strengthen, driven by improved execution, enhanced efficiency and scale, and focused operations and quality improvement initiatives. These efforts provided a solid foundation to accelerate investment and scalability in key growth markets. During the year, the Company advanced its pipeline of leading medical innovation, meaningfully strengthened its operations, and delivered financial results against its commitments, executing its strategy of innovation-driven growth in markets where it can make a meaningful difference for patients and physicians.

In FY26, Medtronic delivered strong financial performance. The Company generated $36.4 billion in revenue, up 8.4% reported and up 5.8% organically versus the fiscal year ended April 25, 2025 (fiscal year 2025 or FY25), marking our strongest top-line performance in 10 years. The Cardiovascular segment grew high-single digits, the Neuroscience and Medical Surgical segments grew low-single digits, and Diabetes grew high-single digits, all on an organic basis.

The Company’s growth drivers continued to perform and demonstrate durability in their respective markets. The Cardiac Ablation Solutions business is now annualizing at $2 billion in revenue and, supported by a deep R&D pipeline, recent regulatory approvals for Sphere-360, and continued strong demand for the Affera mapping system, remains well positioned for continued growth. In Medical Surgical, the Hugo robot-assisted surgical system received FDA approval for minimally invasive urologic procedures and is launching across the United States. Additional technologies, including Altaviva and StealthAXiS, also received regulatory approvals. These advancements were complemented by increased mergers and acquisitions (M&A) activity and venture investments through 2026 and beyond, including the acquisition of and investments in CathWorks, Scientia Vascular, Beluga Medical, CardioACC, Anteris, and Pulnovo, positioning the Company for continued growth and innovation in key markets. Consistent with the Board’s enhanced focus on growth and long-term value creation, the Board established the Growth Committee in fiscal year 2026 to oversee and assist with the review of portfolio management, research and development investments, M&A strategy, and other significant capital allocation decisions. In March, the Diabetes business, MiniMed, successfully completed its initial public offering—the first phase in a multi-step plan to separate the Diabetes business from the rest of the Company to better serve patients, shareholders, and customers.

GAAP diluted earnings per share (EPS) of $3.73 increased 3.3%, while non-GAAP diluted EPS of $5.53 increased 0.7%, each versus FY25. Results were within the Company’s initial annual guidance despite a range of external factors, including tariffs, geopolitical dynamics, market volatility, and the MiniMed initial public offering. The Company continued to execute on cost-saving initiatives across its global operations and supply chain to drive future SG&A leverage. As a result, GAAP operating profit increased 8.6% and operating margin was flat year-over-year. Non-GAAP operating profit increased 2.4% and operating margin decreased 130 basis points year-over-year. Additionally, FY26 cash flow from operations was $7.3 billion, an increase of 4.1% versus FY25. FY26 free cash flow was $5.4 billion, the highest since 2022, and an increase of 4.6% versus FY25. In FY26, Medtronic returned $4.2 billion to shareholders through its dividend and net share repurchases.

The Company’s performance reflects continued focus by management and oversight by the Board on strengthening core operating capabilities, including quality, operations, and supply chain. To support this oversight, the Board established the Operations Committee in fiscal year 2026 to provide focused review of opportunities to increase operational efficiency in support of the Company’s gross margin and operating margin improvement goals, including manufacturing and supply chain optimization and expense management. During fiscal year 2026, the Company advanced initiatives to improve efficiency and scale through network strategy optimization, footprint and functional consolidation, SKU rationalization, and selective insourcing. In parallel, the Company implemented science-based systems designed to enhance patient safety, improve performance, enable scalability, and support more consistent decision-making. These efforts were reinforced through an enhanced performance system emphasizing strategy execution, continuous improvement, standardized work, and operational discipline, and supported by a rigorous, performance-based culture aligned to revenue growth, non-GAAP EPS, and free cash flow. Organic revenue, non-GAAP operating profit, non-GAAP operating margin, non-GAAP diluted EPS, and free cash flow are considered non-GAAP financial measures under applicable SEC rules and regulations. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in Appendix A of this proxy statement.

Consistent with this framework, the Board and its committees considered the impact of external factors—including tariffs, heightened geopolitical conditions, and broader macroeconomic trends—on financial performance, including whether to adjust the EPS metric within the Medtronic Incentive Plan (MIP), which provides for annual bonuses. The Board ultimately determined to maintain the original performance targets. While the EPS goal was not achieved, strong performance in revenue growth and free cash flow resulted in MIP payouts at 103% of target for FY26, reflecting the Company’s emphasis on balanced financial performance and continued operational execution.

MEDTRONIC I 2026 Proxy Statement 3

As always, we are driven by our Mission as we continue to focus upon our impact on the world, our communities, employees, patients, customers, and shareholders. In addition to the items discussed above, Medtronic had further highlights in FY26, including:

•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;

•Healthcare Access–Medtronic LABS has screened over 1.5 million people, with over 198,000 lives improved, over 10,000 healthcare workers trained, and over 385,000 patients enrolled;

•Health Equity – published results of the three-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;

•Emissions Reductions – 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; received validation of our decarbonization targets from the Science Based Targets Initiative;

•Ethical Standards - named one of the World’s Most Ethical Companies by Ethisphere in 2026, marking the fourth consecutive year Medtronic has been named an honoree

To conclude with the statistic that is most central to our Mission, Medtronic served over 82 million patients globally in FY26. 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.

MEDTRONIC I 2026 Proxy Statement 4

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 10.

(1)As of August 1, 2026.

(2)Lead Independent Director.

MEDTRONIC I 2026 Proxy Statement 5

2026 Nominee Director Board Composition

2026 Nominee Director Board Skills

Skills Matrix - Definitions

Executive Leadership –Current or former CEO 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

Legal/Regulatory/Risk Management/Government – Current or former high-level government official or regulator; senior leadership experience in legal, regulatory, compliance, risk management or government affairs; or senior leadership experience in operations within a highly regulated industry

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

MEDTRONIC I 2026 Proxy Statement 6

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. Due diligence is also conducted to ensure independence and integrity. At the conclusion of the 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 that reflects its commitment to diversity of skillset, knowledge, and background on the Board of Directors. As directors retire or otherwise leave the Board in future years, the Nominating and Corporate Governance Committee expects to continue considering diversity, including gender diversity, as one of several factors in identifying and evaluating potential director candidates.

When a person joins the Board of Directors, the Company provides comprehensive written materials, foundational Company documents and policies, and in-person onboarding sessions for the new director. The sessions include meeting individually with at least one independent director and multiple individual sessions with senior executive officers from both the Company’s corporate functions and business portfolios. These sessions provide valuable insight into the Company’s history, businesses, 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 conducts outreach to many of its institutional investors, and specifically seeks input on governance, executive compensation, and strategic issues, as well as to understand their concerns and address 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

Executive Compensation Philosophy

The Company’s compensation programs align the interests of named executive officers (NEOs) with those of stakeholders, particularly shareholders. The Company’s compensation programs are designed to be market-competitive to ensure it attracts, retains, and motivates 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 helps ensure that each element of target total direct compensation is within a market competitive range relative to our 22-company Compensation 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. This pay-for-performance approach results in actual compensation outcomes that vary based on the Company’s absolute and relative performance results.

MEDTRONIC I 2026 Proxy Statement 7

•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 long-term strategic plan.

•Non-Financial Metrics. Quality is a primary non-financial metric impacting payouts under MIP. This focus on quality aligns with 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 (85% - 93%) of target total direct compensation is variable via incentives.

MEDTRONIC I 2026 Proxy Statement 8