| 1.1 | Elect Richard H. Anderson | Withhold |
| 1.2 | Elect Scott C. Donnelly | For |
| 1.3 | Elect Victor J. Dzau, M.D. | For |
| 1.4 | Elect Omar Ishrak | Withhold |
| 1.5 | Elect Shirley Ann Jackson Ph.D. | Withhold |
| 1.6 | Elect Michael O. Leavitt | For |
| 1.7 | Elect James T. Lenehan | For |
| 1.8 | Elect Denise M. O’Leary | Withhold |
| 1.9 | Elect Kendall J. Powell | For |
| 1.10 | Elect Robert C. Pozen | Withhold |
| 1.11 | Elect Preetha Reddy | For |
| 2 | To ratify the appointment of PricewaterhouseCoopers LLP as Medtronic’s independent registered public accounting firm. | For |
| 3 | Approve Pay Structure | Abstain |
| 4 | To approve the Medtronic, Inc. 2013 Stock Award and Incentive Plan. | Oppose |
| 5 | To amend and restate the Company’s Articles of Incorporation to provide that directors will be elected by a majority vote in uncontested elections. | For |
| 6 | To amend and restate the Company’s Articles of Incorporation to allow changes to the size of the Board of Directors upon the affirmative vote of a simple majority of shares. | For |
| 7 | To amend and restate the Company’s Articles of Incorporation to allow removal of a director upon the affirmative vote of a simple majority of shares. | For |
| 8 | To amend and restate the Company’s Articles of Incorporation to allow amendments to Section 5.3 of Article 5 upon the affirmative vote of a simple majority of shares. | For |
| 9 | To amend and restate the Company’s Articles of Incorporation to eliminate the “fair price provision.” | For |
