UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 

FORM 8-K
 
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2014


COVIDIEN PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
 
 

 
 
 
 
 
 
Ireland
001-33259
98-0624794
(State or other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

20 On Hatch, Lower Hatch Street
Dublin 2, Ireland
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: +353 (1) 438-1700
 
 

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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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

On March 19, 2014, Covidien plc (the “Company”) held its Annual General Meeting of Shareholders. Of the 450,316,959 shares outstanding and entitled to vote, 389,997,489 were represented at the meeting, constituting a quorum of 86.60%. The following is a summary of the matters voted on at the meeting.

Proposal 1(a)-(j). The ten (10) nominees for director were elected to hold office until the Company's 2015 Annual General Meeting of Shareholders, as follows:
Nominees
For
 
Against
 
Abstain
 
Broker Non-Votes
(a)
José E. Almeida
353,390,527

 
6,411,024

 
2,214,380

 
27,981,558

(b)
Joy A. Amundson
360,567,144

 
188,403

 
1,260,384

 
27,981,558

(c)
Craig Arnold
360,527,525

 
218,351

 
1,270,055

 
27,981,558

(d)
Robert H. Brust
360,384,621

 
361,837

 
1,269,473

 
27,981,558

(e)
Christopher J. Coughlin
360,467,836

 
277,855

 
1,270,240

 
27,981,558

(f)
Randall J. Hogan, III
360,437,920

 
310,111

 
1,267,900

 
27,981,558

(g)
Martin D. Madaus
360,223,945

 
526,661

 
1,265,325

 
27,981,558

(h)
Dennis H. Reilley
360,391,604

 
360,929

 
1,263,398

 
27,981,558

(i)
Stephen H. Rusckowski
360,288,620

 
458,983

 
1,268,328

 
27,981,558

(j)
Joseph A. Zaccagnino
359,540,643

 
1,204,156

 
1,271,132

 
27,981,558

Proposal 2. The appointment Deloitte & Touche LLP as the independent auditors of the Company was ratified and the Audit Committee of the Board of Directors was authorized to set the auditors' remuneration, as follows:

For:
Against:
Abstain:
384,152,577
4,510,815
1,334,097


Proposal 3. By the following vote, shareholders approved, on an advisory basis, the compensation of the Company's named executive officers described in the proxy statement:

For:
Against:
Abstain:
Broker Non-Votes
342,123,578
17,189,698
2,702,655
27,981,558


Proposal 4. By the following vote, shareholders authorized the Company and/or any subsidiary of the Company to make market purchases of Company shares:

For:
Against:
Abstain:
385,567,549
1,203,533
3,226,407







Proposal 5. By the following vote, shareholders approved, by special resolution, the price range at which Covidien can reissue shares that it holds as treasury shares:

For:
Against:
Abstain:
382,887,530
3,578,536
3,531,423

Proposal 6. By the following vote, shareholders approved renewal of the Directors’ existing authority to issue shares:

For:
Against:
Abstain:
249,284,549
138,250,194
2,462,746

Proposal 7. The proposal to renew the Directors’ existing authority to issue shares for cash without first offering shares to existing shareholders was not approved, despite receiving a vote in favor from 64% of the votes cast. Voting on the proposal, which required 75% of the votes cast for approval, was as follows:

For:
Against:
Abstain:
248,079,419
139,684,575
2,233,495








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 25, 2014