Medtronic 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2012
(Exact name of registrant as specified in its charter)
710 Medtronic Parkway, Minneapolis MN 55432
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
(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:
Medtronic, Inc., a Minnesota corporation (Medtronic or the Company), is filing this Current Report on Form 8-K to describe the material terms of its common stock under Minnesota corporate law, Medtronics Restated Articles of Incorporation, as most recently amended August 23, 2007 (the Articles), and Medtronics Bylaws, as most recently amended June 24, 2004 (the Bylaws). The following description updates the description of Medtronics common stock set forth in its Registration Statement on Form 10, filed with the Securities and Exchange Commission (the SEC) on August 31, 1966 (Commission File No. 00-002228), including any amendments or reports filed prior to the date hereof for the purpose of updating such description. The description is not complete and is qualified in its entirety by reference to the Articles and Bylaws, as filed with the SEC, and the applicable provisions of the Minnesota Business Corporations Act (the MBCA).
Description of Common Stock
Medtronic may issue, from time to time, shares of its common stock, par value $0.10 per share (the common stock), the general terms and provisions of which are summarized below.
Medtronic is authorized to issue up to 1,600,000,000 shares of common stock. As of January 27, 2012, the Company had 1,053,810,449 shares of common stock issued and outstanding. In addition, Medtronic is authorized to issue up to 2,500,000 shares of preferred stock, $1.00 par value per share (the preferred stock). No shares of preferred stock are outstanding.
Subject to the rights of holders of any preferred stock outstanding, holders of common stock are entitled to receive dividends when, as, and if declared by the Companys Board of Directors (the Board) out of funds that are legally available for the declaration of dividends.
Subject to any rights of the holders of any series of preferred stock pursuant to applicable law or the provision of the certificate of designation creating that series, all voting rights are vested in the holders of shares of common stock. Each holder of common stock is entitled to one vote per share, and voting rights are noncumulative. Except as specifically required otherwise under Minnesota law, all matters submitted to Company shareholders are decided by a majority vote of the shares entitled to vote and represented at the meeting at which there is a quorum, except for election of directors, which is decided by plurality vote.
Liquidation and Dissolution Rights
In the event of the Companys voluntary or involuntary liquidation, dissolution or winding up, the holders of common stock will be entitled to share pro rata in any of the Companys assets available for distribution after the payment in full of all debts and distributions and after the holders of any series of outstanding preferred stock have received any liquidation preferences.
Holders of shares of common stock are not entitled to preemptive rights. Shares of common stock are not convertible into shares of any other class of capital stock. If the Company merges or consolidates with or into
another company and as a result the Companys common stock is converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of common stock will be entitled to receive the same kind and amount of consideration per share of common stock.
Shareholders can nominate candidates for election to the Board. However, a shareholder must follow the advance notice procedures provide in Section 5.3 of the Articles. In general, a shareholder must submit a written notice of such nomination to the Companys corporate secretary at least 50 days but not more than 90 days before a scheduled meeting of shareholders. The written notice must contain the consent of the nominee(s) to serve as director and provide certain information about the proposed nominee(s) and the shareholder proposing the nomination.
Shareholders may propose that business (other than nominations to the Board) be considered at a meeting of shareholders only if a shareholder follows the advance notice procedures provided in Section 5.3 of the Articles. In general, a shareholder must submit a written notice of the proposed business to the Companys corporate secretary at least 50 days but not more than 90 days before a scheduled meeting of shareholders. The written notice must provide certain information about the proposed business and the shareholder proposing the business.
Limitations on Change of Control
Certain provisions of the Articles, the Bylaws, and the MBCA may discourage, delay, or prevent a merger, acquisition, or other change of control, including through a change to the members of the Companys management. These provisions include:
Transfer Agent and Registrar
Wells Fargo Bank, National Association is the transfer agent and registrar for the Companys common stock.
Listing of Common Stock
The Companys common stock is listed on the New York Stock Exchange under the symbol MDT.
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.