8-KOther Events

Medtronic plc 8-K Report, Corporate Update (Jun 9, 2015)

Filed June 9, 2015For Securities:MDT

Summary

Medtronic plc (MDT) filed a Form 8-K on June 8, 2015, to report the final dismissal of several shareholder derivative lawsuits. These lawsuits, filed between 2012 and 2014, alleged that the company, along with its current and former directors and officers, engaged in schemes to evade FDA regulations regarding off-label promotion of its INFUSE® product. The allegations also included conspiring with physicians to underreport adverse events related to INFUSE®. Following the establishment of a Special Litigation Committee (SLC) in August 2012, an independent investigation was conducted over 18 months. The SLC concluded in May 2014 that the claims against directors and officers were without merit. Subsequently, the plaintiffs in all three derivative actions voluntarily dismissed their claims with prejudice, leading to final court orders of dismissal in late May and early June 2015. This filing serves as formal notification to shareholders of the closure of these legal proceedings.

Key Highlights

  • 1Notification of final dismissal of shareholder derivative lawsuits filed against Medtronic and its directors/officers.
  • 2Lawsuits alleged off-label promotion of INFUSE® and improper reporting of adverse events.
  • 3A Special Litigation Committee (SLC) was formed to investigate the claims.
  • 4The SLC concluded the claims against directors and officers were without merit.
  • 5Plaintiffs voluntarily dismissed all claims with prejudice.
  • 6Court orders for final dismissal were issued in late May and early June 2015.
  • 7This filing informs shareholders of the closure of these legal matters.

Frequently Asked Questions

The lawsuits alleged that Medtronic, with the knowledge of its officers and directors, engaged in a scheme to promote its INFUSE® product for unapproved uses (off-label promotion) to increase sales. They also alleged that Medtronic conspired with physicians to underreport adverse events in studies involving INFUSE®.

The SLC was established by Medtronic's Board of Directors to independently investigate the claims made in the derivative lawsuits and shareholder demand letters. It comprised a retired judge and a corporate law professor and had the authority to determine the merit of the claims and whether to pursue legal action on behalf of the company.

After an 18-month investigation, the SLC concluded in May 2014 that the claims against Medtronic's directors and officers were without merit and that pursuing these claims would not be in the best interest of the company.

All three derivative lawsuits have been voluntarily dismissed by the plaintiffs with prejudice. The court has issued final dismissal orders for each of these actions, effectively closing the legal proceedings.