Attached files
| file | filename |
|---|---|
| EX-3.1 - MEMORANDUM AND ARTICLES OF ASSOCIATION - Covidien plc | d316683dex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2012
COVIDIEN PUBLIC LIMITED COMPANY
(Exact Name of Registrant as Specified in Charter)
| Ireland | 001-33259 | 98-0624794 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
20 on Hatch, Lower Hatch Street
Dublin 2, Ireland
(Address of Principal Executive Offices, including Zip Code)
+353 (1) 438-1700
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ¨ | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Company’s Annual General Meeting of Shareholders on March 13, 2012, the shareholders
| • | elected all ten of the Company’s nominees for director; |
| • | appointed Deloitte and Touche LLP to serve as the Company’s independent auditors for the fiscal year ending September 28, 2012 and authorized the Audit Committee to set the auditors’ remuneration; |
| • | approved, on an advisory basis, the compensation of the Company’s named executive officers described in the proxy statement; |
| • | authorized the Company and/or any subsidiary of the Company to make market purchases of Company shares; |
| • | authorized the price range at which the Company can reissue shares it holds as treasury shares (Special Resolution); |
| • | approved amendment of the Company’s Articles of Association to provide for escheatment in accordance with U.S. laws (Special Resolution); and |
| • | approved amendment of the Company’s Articles of Association to give the Board of Directors authority to declare non-cash dividends (Special Resolution). |
Shares were voted on these proposals as follows:
Proposals 1(a)-(j). To re-elect ten (10) directors to hold office until the Company’s next Annual General Meeting of Shareholders:
| Nominees |
For | Against | Abstain | Broker Non-Votes | ||||||||||||||
| (a) |
José E. Almeida |
393,514,902 | 1,521,612 | 212,860 | 28,092,501 | |||||||||||||
| (b) |
Craig Arnold |
394,321,906 | 802,894 | 124,574 | 28,092,501 | |||||||||||||
| (c) |
Robert H. Brust |
394,252,123 | 869,605 | 127,646 | 28,092,501 | |||||||||||||
| (d) |
John M. Connors, Jr. |
386,915,398 | 8,211,152 | 122,824 | 28,092,501 | |||||||||||||
| (e) |
Christopher J. Coughlin |
394,257,896 | 866,787 | 124,691 | 28,092,501 | |||||||||||||
| (f) |
Timothy M. Donahue |
385,542,117 | 9,587,237 | 120,020 | 28,092,501 | |||||||||||||
| (g) |
Randall J. Hogan, III |
394,288,798 | 833,751 | 126,825 | 28,092,501 | |||||||||||||
| (h) |
Martin D. Madaus |
392,722,097 | 2,061,096 | 466,181 | 28,092,501 | |||||||||||||
| (i) |
Dennis H. Reilley |
392,975,558 | 2,147,635 | 126,181 | 28,092,501 | |||||||||||||
| (j) |
Joseph A. Zaccagnino |
394,319,810 | 797,991 | 131,573 | 28,092,501 | |||||||||||||
Proposal 2. To appoint Deloitte & Touche LLP as the independent auditors of the Company for the fiscal year ending September 28, 2012 and authorize the Audit Committee to set the auditors’ remuneration:
| For |
Against | Abstain | ||||||
| 418,203,668 |
4,897,809 | 240,398 | ||||||
Proposal 3. To approve, on an advisory basis, the compensation of the Company’s named executive officers described in the Proxy Statement:
| For |
Against | Abstain | Broker Non-Votes | |||||||||
| 372,600,675 |
21,469,833 | 1,178,866 | 28,092,501 | |||||||||
Proposal 4. To authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares:
| For |
Against | Abstain | ||||||
| 422,078,801 |
1,011,871 | 251,203 | ||||||
Proposal 5. To authorize, via special resolution, the price range at which Covidien can reissue shares that it holds as treasury shares:
| For |
Against | Abstain | ||||||
| 370,226,928 |
51,025,534 | 2,089,413 | ||||||
Proposal 6. To amend, via special resolution, the Company’s Articles of Association to provide for escheatment in accordance with U.S. laws:
| For |
Against | Abstain | ||||||
| 421,326,041 |
991,153 | 1,024,681 | ||||||
Proposal 7. To amend, via special resolution, the Company’s Articles of Association to give the Board of Directors the authority to declare non-cash dividends:
| For |
Against | Abstain | Broker Non-Votes | |||||||||
| 393,545,580 |
1,431,874 | 271,920 | 28,092,501 | |||||||||
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Memorandum and Articles of Association, as amended March 13, 2012. |
SIGNATURES
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.
| COVIDIEN PUBLIC LIMITED COMPANY | ||
| By: | /s/ John W. Kapples | |
| John W. Kapples | ||
| Vice President and Corporate Secretary | ||
Date: March 16, 2012
EXHIBIT INDEX
| Exhibit |
Exhibit Name | |
| 3.1 | Memorandum and Articles of Association, as amended March 13, 2012. | |