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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.
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Filed by the Registrant x
Filed by a Party other than the Registrant o
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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Medtronic, Inc. |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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5) Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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4) Date Filed: |
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SEC 1913 (02-02) |
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Persons who potentially are to respond to the
collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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July 18, 2008
Notice of Electronic Distribution of Proxy Materials
To: All Employees of Medtronic and Its Subsidiaries
Subject: Medtronic Annual Report and Proxy Statement Available on the Internet
Electronic Annual Report and Proxy Statement. As in prior years, Medtronics 2008 Annual
Report and Proxy Statement will be made available to all employee shareholders with e-mail access
by electronic access instead of mailing paper copies. You can access them on the internet
beginning Friday, July 18, 2008, at http://www.medtronic.com/annualmeeting/. You may also print
the documents from that site. Electronic delivery saves Medtronic significant postage and
processing costs.
You may access these proxy materials from any personal computer or terminal with internet
access, including your personal computer at work. If you access the Proxy Statement and Annual
Report from somewhere other than your workplace, there may be costs associated with electronic
access, such as the typical usage charges from internet service providers and telephone companies.
You are responsible for bearing these costs. Medtronic does not charge fees for electronic access.
We encourage you to use the internet to read and print the Annual Report and Proxy Statement.
Alternatively, original copies will be available after July 31 at the main entrances of all Twin
Cities locations, from the Human Resources Departments at our major manufacturing facilities, and
by contacting Medtronic Investor Relations by e-mail at Investor.Relations@medtronic.com or by
telephone at 763-505-2692.
If you need multiple copies of the Annual Report and/or Proxy Statement they can be ordered
via e-mailing prodlit@medtronic.com, or by calling 888-775-2701.
Voting Your Shares. If you have an individual e-mail address, you will receive an e-mail
notice, rather than a proxy card, which will provide instructions on how to vote your shares. If
you do not have an e-mail address, a proxy card and related proxy materials will be mailed to you
on or about July 18 and will include voting instructions. Voting is very simple through the
internet or by telephone by following the instructions on the e-mail notice or proxy card. This
notice applies to any shares registered directly in your name or under your social security number
whether held by stock certificates, through our transfer agent (which includes the Employee Stock
Purchase Plan), through the U.S. 401(k) Plan, or the Employee Stock Ownership Plan. These shares
are included in the total shares voted when you submit your proxy card or vote pursuant to the
e-mail notice.
If you own Medtronic stock through a bank or brokerage account, those firms will continue to
mail proxy materials unless you notify them that you would like to receive the materials
electronically through the process outlined below.
Electronic Materials from Brokers and Banks. To enroll for electronic delivery of proxy
materials for shares you own through a broker or bank, follow the simple steps below.
1. Log onto the internet at http://www.medtronic.com
2. Click on Investor Information under About Medtronic
3. Click on Electronic Delivery of Proxy Materials under Shareholder Services
4. Click on the first letter of your Brokerage Firms name in the box titled Beneficial
Shareholder
PLEASE POST THIS ANNOUNCEMENT
[Form of email notice sent by Broadridge to Medtronic shareholders participating in electronic
delivery of proxy materials]
Subject: MEDTRONIC, INC. Annual Meeting
NOTICE This is your notice of the 2008 MEDTRONIC, INC. Annual Meeting of Shareholders. You are
receiving this e-mail because you are enrolled for Electronic Delivery or you are an employee of
MEDTRONIC, INC. with a MEDTRONIC, INC. e-mail account.
This e-mail contains instructions on how to access Medtronics Annual Report and Proxy Statement
and on how to vote your shares. Please read the instructions carefully before proceeding.
Important Notice Regarding the Availability of Proxy Materials
MEDTRONIC, INC.
MEETING DATE: August 21, 2008
RECORD DATE: June 23, 2008
CUSIP NUMBER: 585055106
This e-mail represents all shares in the following account(s).
NAME
CONTROL NUMBER:
VIEWING ANNUAL REPORT AND PROXY STATEMENT Please review the Medtronic Annual Report and Proxy
Statement before voting. The Proxy Statement discusses the proposals to be voted on. To view
these documents, click on http://www.medtronic.com/annualmeeting.
VOTING YOUR SHARES You may vote directly from the site containing the Annual Report and Proxy
Statement by following the simple instructions there.
You can enter your voting instructions and view the shareholder material at the following Internet
site. If your browser supports secure transactions you will be automatically directed to a secure
site.
http://www.proxyvote.com
Internet voting is accepted until 11:59 p.m. Eastern Daylight Time on August 20, 2008 or, for
shares held through the Medtronic, Inc. Savings and Investment Plan and the Medtronic Puerto Rico
Employees Savings and Investment Plan, no later than 11:59 p.m. Eastern Daylight Time on August
18, 2008.
To access ProxyVote.com, you will need the control number identified above and your four digit PIN:
* If you are a Medtronic, Inc. employee and have a U.S. social security number, this PIN is the
last four digits of your social security number.
* If you are a Medtronic, Inc. employee and do not have a U.S. social security number, this PIN is
the last four digits of your Employee Identification number. If you do not know your Employee
Identification number, please contact your HR representative.
* If you are a shareholder who consented to receive proxy materials electronically, the PIN is the
four digit number you selected at the time of your enrollment.
* If you do not know your PIN, please follow the instructions on the ProxyVote web page.
You may also enter your voting instructions by touch-tone telephone at 1-800-690-6903. Telephone
voting is accepted until 11:59 p.m. Eastern Daylight Time on August 20, 2008 or, for shares held
through the Medtronic, Inc. Savings and Investment Plan and the Medtronic Puerto Rico Employees
Savings and Investment Plan, no later than 11:59 p.m. Eastern Daylight Time on August 18, 2008.
You will be prompted to enter your Control Number listed above.
If you are a Medtronic employee, this e-mail covers shares registered directly in your name or
under your social security number, and the holdings from your U.S. employee benefit plans. These
shares are included in the total shares voted when you submit your proxy card or vote pursuant to
the e-mail notice. If you receive more than one e-mail, it generally means that your holdings
include other names or different spellings of your name, and you must vote under all e-mails to
vote all shares.
CHANGING YOUR ENROLLMENT To view, cancel or change your enrollment profile, please go to
http://enroll.icsdelivery.com/mdt
There are no charges for this service. There may be costs associated with electronic access, such
as usage charges from Internet access providers and telephone companies, which must be paid by the
shareholder.
Please do not send any e-mail to ID@ProxyVote.com.
Please REPLY to this e-mail with any comments or questions about ProxyVote.com. (Include the
original text and Subject line of this message for identification purposes.) AOL Users: please
highlight the entire message before clicking reply.