MiniMed Group 提交 8-K：2026 年股东大会四项议案全部通过，纯程序性投票结果

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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):
October 9, 2026
MiniMed Group, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
001-43183
33-3985981
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
18000 Devonshire St.
Northridge
,
CA
91325
(Address of principal executive offices) (Zip
Code)
(
763
)
514-4000
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since
last report)
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:
¨
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of exchange on which registered
Common Stock, $0.01 par value
MMED
The Nasdaq Stock Market LLC
Indicate by check mark whether the Registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check
mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 5.07
Submission of Matters to a Vote of Security Holders.
MiniMed Group, Inc. (the “Company”)
held its 2026 Annual Meeting of Stockholders on October 9, 2026 (the “Annual Meeting”), at which stockholders voted on the
following four proposals. All matters voted on at the Annual Meeting were approved. The results of the votes are set forth below.
Proposal 1 - Election of Directors
The stockholders elected the following four nominees to
the Company’s board of directors (the “Board”) to serve as Class I directors until the 2029 Annual Meeting of Stockholders.
Nominees
Votes For
Votes Withheld
Broker Non-Votes
Kevin E. Lofton
273,936,720
2,285,512
2,263,753
David J. Endicott
275,525,168
697,064
2,263,753
D. Keith Grossman
273,943,472
2,278,760
2,263,753
Timothy (Tim) A. Wicks
273,946,011
2,276,221
2,263,753
Proposal 2 - Ratification of Appointment of PricewaterhouseCoopers
LLP as Independent Registered Public Accounting Firm
The stockholders ratified the appointment of PricewaterhouseCoopers
LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027.
Votes For
Votes Against
Votes Abstained
278,463,576
20,597
1,812
Proposal 3 – Advisory Resolution to Approve
Named Executive Officer Compensation
The stockholders approved, in a non-binding, advisory vote,
the compensation paid to the Company’s named executive officers.
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
276,102,824
91,742
27,666
2,263,753
Proposal 4 – Advisory Vote on Frequency of Say-on-Pay
Vote
The stockholders voted as follows in a non-binding, advisory
vote, the frequency of the stockholder vote on the compensation of the Company’s named executive officers.
One Year
Two Years
Three Years
Votes Abstained
Broker Non-Votes
276,205,804
1,894
7,990
6,544
2,263,753
In accordance with the recommendation
of the Board as set forth in the Proxy Statement and consistent with the stated preference of the Company’s stockholders as noted
above, after consideration of the voting results of Proposal No. 4, the Company determined that it will hold future non-binding,
advisory votes on named executive officer compensation every one year until the next required vote on such frequency.
Item 9.01
Exhibits.
Exhibit
Number
Description
104
Cover Page Interactive Data File (embedded with the Inline XBRL document).
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.
MiniMed Group, Inc.
Date: October 13, 2026
By:
/s/ Bryan F. Kelly
Name:
Bryan F. Kelly
Title:
Senior Counsel, Securities & Corporate Governance, Assistant Corporate Secretary