SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Medtronic, Inc. |
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Explanatory Note: In the Medtronic Proxy Statement filed with the Securities and Exchange Commission on July 19, 2002 and dated as of July 22, 2002, there was an error in the Executive Compensation table that has now been corrected, as reflected below. The error appeared in the disclosure regarding compensation paid to Keith E. Williams during Medtronic's fiscal year ended April 30, 2000. The Proxy Statement filed on July 19, 2002 indicated that Mr. Williams received a cash bonus during fiscal 2000 of $246,758 when, in fact, Mr. Williams elected to receive stock options in lieu of that cash bonus payment under the Management Incentive Plan. As a result, we have corrected the disclosure with respect to Mr. Williams' compensation for fiscal 2000 as set forth in the table below and we have corrected the disclosure in Footnote 2 to the Executive Compensation Table to give effect to that correction, also as set forth below. The number that appears in the "Securities Underlying Options / SARs" column for fiscal 2000 for Mr. Williams was and is correct in the Proxy Statement filed on July 19, 2002 and gives effect to his election to receive stock options in lieu of his cash bonus payment under the Management Incentive Plan. There are no other revisions, corrections or amendments to the Medtronic Proxy Statement filed on July 19, 2002.
The following table sets forth the cash and non-cash compensation for each of the last three fiscal years ended April 26, 2002, April 27, 2001 and April 30, 2000 awarded to or earned by the Chief Executive Officer, each of the other four most highly compensated executive officers of Medtronic, and Dr. Nelson, who would have been in this group had he not retired before fiscal year end.
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Long-Term Compensation |
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Annual Compensation |
Awards |
Payouts |
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| Name and Principal Position |
Fiscal Year |
Salary ($)(1) |
Bonus ($)(2) |
Other Annual Compensation ($)(3) |
Restricted Stock Awards ($)(4) |
Securities Underlying Options/SARs (#)(2)(5) |
LTIP Payouts ($)(5) |
All Other Compensation ($)(6) |
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| Keith E. Williams Senior Vice President & Chief Quality Officer |
2002 2001 2000 |
358,595 320,008 275,000 |
244,203 207,704 — |
— — — |
— — — |
98,062 46,700 80,735 |
— 95,420 — |
22,598 21,264 19,769 |
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