UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2008
Medtronic, Inc.
(Exact name of Registrant as Specified in its Charter)
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Minnesota
(State or other jurisdiction of incorporation)
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1-7707
(Commission File Number)
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41-0793183
(IRS Employer Identification No.) |
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710 Medtronic Parkway Minneapolis, Minnesota
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55432 |
(Address of principal executive offices)
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(Zip Code) |
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(Registrant’s telephone number, including area code): (763) 514-4000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On February 21, 2008, the Board of Directors of
Medtronic, Inc. (the “Company”) elected Victor
Dzau, M.D., a director of the Company. Dr. Dzau will stand for election by shareholders at the Company’s 2008 Annual Meeting
of Shareholders. Dr. Dzau was appointed to the Corporate Governance Committee, the Compensation
Committee and the Technology and Quality Committee of the Board of Directors. A press release
announcing his appointment was issued on February 22, 2008 and is attached hereto as Exhibit 99.1.
In connection with his election to the Board,
Dr. Dzau received a one-time initial stock option
grant for 3,269 shares of our common stock at an exercise price of $48.95 per share, which is
equal to the closing price of the Company’s common stock on February 21, 2008, the date of grant.
These options expire at the earlier of the tenth anniversary of the grant date or five years after
Dr. Dzau ceases to be a director, as applicable.
In addition, Dr. Dzau will also receive
the Company’s standard non-employee director compensation (which shall be provided on a prorated
basis for the period beginning with his election and ending with the 2007-2008 plan year (September 1,
2007 to April 25, 2008)), including:
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an annual retainer in the amount of $80,000 (subject to a 25% reduction if a director
does not attend at least 75% of the total meetings of the Board and Committees on which
such director served during the relevant plan year); |
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on the first day of each plan year (or upon initial election to the board), an annual stock option grant for a number of shares of the Company’s common stock equal
to the amount of the annual retainer divided by the closing price of a share of our common
stock on the date of grant (which price will also be the exercise price of the option); and |
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on the last day of each plan year, annual deferred stock units (each representing the
right to receive one share of the Company’s common stock) equal to the amount of the annual
retainer earned divided by the average closing price of a share of our common stock for the
last 20 trading days during the plan year; |
The Board of Directors has approved a change to its director compensation program
so the plan period will correspond to the Company’s fiscal year along with an increase in retainers
and stipends as described in an exhibit to the Company’s Annual Report on Form 10-K relating to
fiscal year 2007. The new plan year will be effective April 26, 2008 (the first day of fiscal year
2009) and will be accomplished by creating a shortened plan year for the period from September 1,
2007 to April 25, 2008.
Since the beginning of Medtronic’s last fiscal year, neither Dr. Dzau nor any of his immediate
family has been a party to any transaction or currently proposed transaction with the Company that
is reportable under Item 404(a) of Regulation S-K.
(d) Exhibit 99.1 Press release of Medtronic, Inc. dated February 22, 2008.