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 15, 2011

 

 

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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Company’s Annual General Meeting of Shareholders on March 15, 2011, the shareholders

 

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elected all eleven of the Company’s nominees for director;

 

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appointed Deloitte and Touche LLP to serve as the Company’s independent auditors for the fiscal year ending September 30, 2011 and authorized the Audit Committee to set the auditors’ remuneration;

 

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authorized the Company to effect a one-for-one hundred reverse split followed by a one hundred-for-one forward split of the Company’s ordinary shares;

 

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approved, on an advisory basis, the compensation of the Company’s named executive officers described in the proxy statement; and

 

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recommended that future shareholder advisory votes on executive compensation be held annually.

Shares were voted on these proposals as follows:

Proposals 1(a)-(k). To re-elect eleven (11) directors to hold office until the Company’s next Annual General Meeting of Shareholders:

 

		Nominees		For				Against				Abstain				Broker Non Votes
(a)		Craig Arnold			401,963,769				355,779				589,738				31,611,064
(b)		Robert H. Brust			400,639,097				416,450				1,853,739				31,611,064
(c)		John M. Connors, Jr.			396,165,573				6,463,923				279,790				31,611,064
(d)		Christopher J. Coughlin			396,731,287				5,582,214				595,785				31,611,064
(e)		Timothy M. Donahue			399,516,958				1,542,485				1,849,843				31,611,064
(f)		Kathy J. Herbert			396,270,930				6,371,736				266,620				31,611,064
(g)		Randall J. Hogan, III			401,912,953				400,688				595,645				31,611,064
(h)		Richard J. Meelia			394,202,676				7,690,213				1,016,397				31,611,064
(i)		Dennis H. Reilley			402,014,091				613,806				281,389				31,611,064
(j)		Tadataka Yamada			402,335,542				304,832				268,912				31,611,064
(k)		Joseph A. Zaccagnino			401,944,408				683,956				280,922				31,611,064

Proposal 2. Appointment of Deloitte & Touche LLP as the independent auditors of the Company for the fiscal year ending September 30, 2011 and authorization of the Audit Committee to set the auditors’ remuneration:

 

For		Against		Abstain		Broker Non Vote
432,252,587		1,949,159		318,604		0

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Proposal 3. To authorize the Company to effect a one-for-one hundred reverse split followed by a one hundred-for-one forward split of the Company’s ordinary shares:

 

For		Against		Abstain		Broker Non Vote
425,728,517		7,995,927		795,906		0

Proposal 4. 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 Vote
374,361,353		27,180,066		1,367,867		31,611,064

Proposal 5. To approve, on an advisory basis, the frequency of future advisory votes on executive compensation:

 

1 Year		2 Years		3 Years		Abstain		Broker Non Vote
304,296,449		1,821,705		94,933,503		1,857,629		31,611,064

In light of the voting results with respect to Proposal 5, the frequency of shareholder votes on executive compensation, Covidien’s Board of Directors has decided that Covidien will hold an annual advisory vote on the compensation of named executive officers until the next required vote on the frequency of shareholder votes on the compensation of executives. Covidien is required to hold votes on frequency every six years.

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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.

 

Date: March 18, 2011