8-K/AOther Events

Medtronic plc 8-K/A Report, Corporate Update (Jul 14, 2015)

Filed July 14, 2015For Securities:MDT

Summary

This Form 8-K/A filing by Medtronic plc (MDT) serves as an amendment to a previous report, primarily clarifying a notice regarding the opportunity for shareholders to intervene in specific legal proceedings. The core of the filing concerns several shareholder derivative actions initiated between 2012 and 2014 in Minnesota state court against current and former directors and officers. These lawsuits alleged that the Company engaged in a scheme to evade FDA regulations concerning off-label promotion of its INFUSE® product and that certain executives breached their fiduciary duties by colluding with physicians to underreport adverse events. In response, Medtronic established a Special Litigation Committee (SLC) to conduct an independent investigation. The SLC concluded in May 2014 that the claims were without merit and recommended against pursuing them. Following the SLC's report and subsequent motions for dismissal, the plaintiffs voluntarily dismissed their claims with prejudice in May and June 2015. This filing provides formal notice to shareholders regarding these dismissals and the 30-day window for any shareholder to seek intervention.

Key Highlights

  • 1Amendment to a prior 8-K filing to clarify legal notice procedures.
  • 2Addresses multiple shareholder derivative lawsuits filed against Medtronic directors and officers from 2012-2014.
  • 3Allegations in lawsuits included off-label promotion of INFUSE® product and underreporting of adverse events.
  • 4A Special Litigation Committee (SLC) was formed to investigate the claims.
  • 5The SLC concluded in May 2014 that the shareholder claims were without merit.
  • 6Plaintiffs voluntarily dismissed all derivative actions with prejudice following the SLC's findings and court filings.
  • 7Shareholders have a 30-day window from the filing date to seek intervention in the dismissed actions.

Frequently Asked Questions

This filing is an amendment to a previous 8-K report. Its main purpose is to clarify the notice and the opportunity for any shareholder to intervene in specific legal proceedings that have been dismissed.

The lawsuits alleged that Medtronic, with the knowledge of its officers and directors, promoted its INFUSE® product off-label to evade FDA regulations and that executives conspired with physicians to underreport adverse events related to studies involving INFUSE®.

The Special Litigation Committee conducted an independent investigation and concluded in May 2014 that the claims against the company's directors and officers were without merit and that it would not be in Medtronic's best interest to pursue them.

Yes, the plaintiffs in all three derivative actions voluntarily dismissed their claims with prejudice following the Special Litigation Committee's report and the company's motions for dismissal. Court orders effectuating these dismissals were signed in May and June 2015.

Shareholders, or any other interested parties, have a 30-day period from the filing of this 8-K/A to seek intervention in the dismissed actions, as per Minnesota court rules.