8-K 1 d378265d8k.htm FORM 8-K Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 13, 2012



Medtronic, Inc.

(Exact name of Registrant as Specified in its Charter)




Minnesota   1-7707   41-0793183

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


710 Medtronic Parkway Minneapolis, Minnesota   55432
(Address of principal executive offices)   (Zip Code)

(Registrant’s telephone number, including area code): (763) 514-4000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)



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:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 13, 2012, Medtronic, Inc. (the “Company”) disclosed in its definitive Proxy Statement filed with the Securities and Exchange Commission that Mr. Jean-Pierre Rosso was not re-nominated to the Company’s Board of Directors because he has reached the mandatory retirement age specified in the Company’s Principles of Corporate Governance. Mr. Rosso will retire from the Board of Directors and the Committees on which he serves, effective August 23, 2012.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



/s/ D. Cameron Findlay

Date: July 13, 2012     D. Cameron Findlay

Senior Vice President, General Counsel and

Corporate Secretary