As filed with the Securities and Exchange Commission on December 8, 2023

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________________
Medtronic plc
(Exact name of registrant as specified in its charter)
Ireland98-1183488
(State or Other Jurisdiction of Incorporation)(IRS Employer Identification No.)

20 on Hatch, Lower Hatch Street
Dublin 2, Ireland
+353 1 438 1700
(Address and Telephone Number, Including Area Code, of Principal Executive Offices)
Medtronic plc 2024 Employee Stock Purchase Plan
(Full title of the plan)
___________________________________________
Courtney Nelson Wills
Assistant Secretary
Medtronic plc
c/o Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432
(763) 514-4000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
___________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer
☐
Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.




PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Medtronic plc (the “Company”) shall send or give to each participant in the Plan the document(s) containing the information specified in Part I of Form S-8 as specified by Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the Securities and Exchanges Commission (the “Commission”), such documents are not being filed with or included in this Registration Statement. These documents, and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission are incorporated by reference in this Registration Statement:

(a)The Company’s Annual Report on Form 10-K for the fiscal year ended April 28, 2023, filed with the Commission on June 22, 2023 (File No. 001-36820);
(b)All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since April 28, 2023; and
(c)The description of the Company’s Ordinary Shares, contained in the Company’s registration statement on Form S-4, as amended, under the heading “Description of New Medtronic Ordinary Shares,” filed with the Commission on July 14, 2014, as updated by the description of the Company’s Ordinary Shares contained in Exhibit 4.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 28, 2023, filed with the commission on June 22, 2023, and as amended by any subsequent amendment or any report filed for the purpose of updating such description (File No. 001-36820).
In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all of the Company’s Ordinary Shares subject to the Plan have been sold or which deregisters all of such shares remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that the Company may furnish (and not file) to the Commission, including information furnished under Items 2.02 or 7.01 of any current report on Form 8-K, will be incorporated by reference into, or otherwise included in, this Registration Statement.

Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.    Indemnification of Directors and Officers.

Pursuant to the Company’s memorandum and articles of association, subject to the provisions of, and so far as may be permitted by the Irish Companies Act, 2014, every director and secretary of the Company shall be indemnified out of the assets of the Company against all costs, losses, expenses and liabilities incurred by him or her in the execution and discharge of his or her duties or in relation thereto including any liability incurred by him or her in defending civil or criminal proceedings which relate to anything done or omitted or alleged to have been done or omitted by him or her as an officer or employee of the Company and in which judgment is given in his or her favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part) or in which he or she is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him or her by the court.

Pursuant to the Company’s memorandum and articles of association and so far as may be permitted by the Irish Companies Act, 2014, every current or former executive or officer (other than any director) or any person who is serving or has served at the request of the Company as a director, executive, officer or trustee of another company shall be indemnified out of the assets of the Company against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed


action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, to which he or she was, is, or is threatened to be, made a party by reason of the fact that he or she is or was such a director, executive, officer or trustee.

The Company has entered into deeds of indemnification (the “Deeds of Indemnification”) with each of its directors and the corporate secretary. The Deeds of Indemnification provide indemnification to such directors and the corporate secretary to the fullest extent permitted by the laws of Ireland, and in accordance with the Company’s memorandum and articles of association, for all expenses and other amounts actually incurred in any action or proceeding in which the director or corporate secretary is or may be involved by reason of the fact that he or she is or was a director or corporate secretary of the Company or otherwise serving the company or other entities at the company’s request, on the terms and conditions set forth in the Deeds of Indemnification. Further, the Company agrees, to the fullest extent permitted by the laws of Ireland, to advance expenses incurred in defense of these proceedings, on the terms and conditions set forth in the Deeds of Indemnification. The Deeds of Indemnification also provide procedures for requesting and obtaining indemnification and advancement of expenses.

The foregoing summary is qualified in its entirety to the terms and provisions of such arrangements.

Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

Exhibit NumberDescription
Opinion of A&L Goodbody LLP (filed herewith).
23.2Consent of A&L Goodbody LLP (included in Exhibit 5.1 to this Registration Statement).
Power of Attorney (filed herewith).
Filing Fee Table (filed herewith).

Item 9.    Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, Minnesota on December 8, 2023.

Medtronic plc
By:/s/ Ivan K. Fong
Name:Ivan K. Fong
Title:Executive Vice President, General Counsel and Secretary

Pursuant to the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons, in the capacities indicated, on December 8, 2023.

Medtronic plc
Geoffrey S. Martha*
Chairman and Chief Executive Officer
(Principal Executive Officer)
Karen L. Parkhill*
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Jennifer M. Kirk*
Global Controller and Chief Accounting Officer
(Principal Accounting Officer)
Directors
Craig Arnold*
Scott C. Donnelly*
Lidia Fonseca*
Andrea J. Goldsmith, Ph.D.*
Randall J. Hogan*
Gregory P. Lewis*
Kevin E. Lofton*
Elizabeth G. Nabel, M.D.*
Denise M. O’Leary*
Kendall J. Powell*

*Ivan K. Fong, by signing his name hereto, does hereby sign this document on behalf of each of the above-named officers and directors of the registrant pursuant to powers of attorney duly executed by such persons.

By:/s/ Ivan K. Fong
Name:Ivan K. Fong
Title:Executive Vice President, General Counsel and Secretary





Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Medtronic plc
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation Rate (1)Amount Registered (2)Proposed Maximum Offering Price Per Share (3)Maximum Aggregate Offering PriceFee RateAmount of Registration fee
EquityOrdinary Shares, par value $0.0001 per share issuable under the Registrant’s 2024 Employee Stock Purchase PlanRule 45730,000,000$79.82$2,394,600,0000.00014760$353,443
Total Offering Amounts$2,394,600,000$353,443
Total Fee OffsetsN/A
Net Fee Due$353,443
(1)Fee calculated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)Pursuant to Rule 416 under the Securities Act, there is also being registered hereunder an indeterminate number of additional securities that may become issuable pursuant to antidilution provisions of the plan covered by this Registration Statement.
(3)Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant’s Common Stock as quoted on the New York Stock Exchange on December 4, 2023, which is a date within five business days prior to the filing of this Registration Statement.


Exhibit 5.1
Date
8 December 2023
Our Ref
 01413513

Medtronic plc
20 On Hatch
Lower Hatch Street
Dublin 2
Ireland


Medtronic plc (the Company)

Dear Sirs
We act as Irish counsel for the Company, a public limited company incorporated under the laws of Ireland (with registration number 545333), in connection with the proposed registration by the Company of 30,000,000 ordinary shares of the Company, nominal value $0.0001 per share (the Ordinary Shares), issuable under the 2024 Employee Stock Purchase Plan (the Plan) pursuant to a Registration Statement on Form S-8 (the Registration Statement) to be filed by the Company with the U.S. Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act).

In connection with this Opinion, we have reviewed copies of such corporate records of the Company as we have deemed necessary as a basis for the opinion hereinafter expressed. In rendering this Opinion, we have examined and have assumed the truth and accuracy of the contents of such documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches, as of 8 December 2023, in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this Opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the truth and accuracy of the information contained in such documents, the genuineness of all the signatures, authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.

We have further assumed:
1that, as of today's date and at each time Ordinary Shares are issued, none of the resolutions and authorities of the shareholders or directors of the Company upon which we have relied have been varied, amended or revoked in any respect or have expired and that the Ordinary Shares will be issued in accordance with such resolutions and authorities;
2that at each time Ordinary Shares will be issued, the Company will then have sufficient authorised but unissued share capital to allow for the issue of such Ordinary Shares and that the Ordinary Shares will be issued in accordance with the Plan;
3that any issue of Ordinary Shares pursuant to the Plan will be paid up in consideration of the receipt by the Company prior to, or simultaneously with, the issue of the Ordinary Shares of cash at least equal to the nominal value of such Ordinary Shares and that where such Ordinary Shares are issued under the Plan without the requirement for the payment of cash consideration by or on behalf of the relevant beneficiary, then such Ordinary Shares shall either be fully paid up by the Company or one of its subsidiaries within the time permitted by Section 1027 of the Companies Act 2014 of Ireland (the Act) (and, in the case of the Company or a subsidiary incorporated in Ireland, in a manner permitted by Section 82(6) and 1043 of the Act) or issued for consideration as set out in Section 1028(2) of the Act;



4that the filing of the Registration Statement with the SEC has been authorised by all necessary actions under all applicable laws other than Irish law;
5that when filed with the SEC, the Registration Statement will not differ in any material respect from the drafts that we have examined;
6that at the time of the grant by the board of directors of the Company (the Board), any committee of the Board, or any other duly authorized representative of the Company of an award or other allotment and issue of Ordinary Shares under the Plan, (i) the Board will be duly constituted and remain duly constituted; or (ii) that such committee will be duly constituted and will remain a duly constituted committee of the Board having the necessary powers and authorities to grant awards and issue the Ordinary Shares; or (iii) in the case of an authorised representative, that such person has the necessary powers and authorities to grant awards and issue the Ordinary Shares; and
7the absence of fraud on the part of the Company and its respective officers, employees, agents and advisors.

Having made such further investigation and reviewed such other documents as we have considered requisite or desirable, subject to the foregoing and to the within qualifications and assumptions, and provided that the Registration Statement, as finally amended, has become effective, we are of the opinion that;
1the Ordinary Shares have been duly authorised and when issued in accordance with the terms of the Plan and against valid payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and not subject to calls for any additional payments (“non-assessable”) (except for Ordinary Shares issued pursuant to deferred payment arrangements, which shall be fully paid upon the satisfaction of such payment obligations); and
2the obligations of the Company under the Plan have been duly authorised by all necessary corporate action on behalf of the Company.

In rendering this Opinion we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof. This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time, nor to notify you of any change of law, facts or circumstances referred to or relied upon in the giving of this Opinion.

This Opinion is given solely for the benefit of the addressee of this Opinion and may not be relied upon by any other person without our prior written consent, provided however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of U.S. federal securities laws.

This Opinion is also strictly confined to the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter.

We hereby consent to the filing of this Opinion with the SEC as an exhibit to the Registration Statement.

This Opinion is governed by and construed in accordance with the laws of Ireland.


Yours faithfully

/s/ A & L Goodbody LLP






Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Medtronic plc of our report dated June 22, 2023 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Medtronic plc's Annual Report on Form 10-K for the year ended April 28, 2023.

/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
December 8, 2023



Exhibit 24.1
POWER OF ATTORNEY
RELATING TO REGISTRATION STATEMENT ON FORM S-8
FOR MEDTRONIC PLC 2024 EMPLOYEE STOCK PURCHASE PLAN

We, the undersigned officers and directors of Medtronic plc, hereby severally constitute and appoint Ivan K. Fong and Courtney Nelson Wills, and each of them singly, with full and several power of substitution and resubstitution and to act with or without the others, for him or her and in his or her name, place and stead in any and all capacities, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed with respect to the Medtronic plc 2024 Employee Stock Purchase Plan and any and all amendments (including post-effective amendments) to said Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and to generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Medtronic plc to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.


SignatureTitleDate
/s/ Geoffrey S. MarthaChairman and Chief Executive Officer
       December 8, 2023
Geoffrey S. Martha(Principal Executive Officer)
/s/ Karen L. ParkhillExecutive Vice President and Chief Financial Officer
       December 8, 2023
Karen L. Parkhill(Principal Financial Officer)
/s/ Jennifer M. KirkGlobal Controller and Chief Accounting Officer
       December 8, 2023
Jennifer M. Kirk(Principal Accounting Officer)
/s/ Craig ArnoldLead Independent Director
       December 8, 2023
Craig Arnold
/s/ Scott C. DonnellyDirector
       December 8, 2023
Scott C. Donnelly
/s/ Lidia FonsecaDirector
       December 8, 2023
Lidia Fonseca
/s/ Andrea J. Goldsmith, Ph.D.Director
       December 8, 2023
Andrea J. Goldsmith, Ph.D.


/s/ Randall J. HoganDirector
       December 8, 2023
Randall J. Hogan
/s/ Gregory P. LewisDirector
       December 8, 2023
Gregory P. Lewis
/s/ Kevin E. LoftonDirector
       December 8, 2023
Kevin E. Lofton
/s/ Elizabeth G. Nabel, M.D.Director
       December 8, 2023
Elizabeth G. Nabel, M.D.
/s/ Denise M. O'LearyDirector
       December 8, 2023
Denise M. O’Leary
/s/ Kendall J. PowellDirector
       December 8, 2023
Kendall J. Powell


2
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