MiniMed Group, Inc. (MMED): director Linnea Burman reason not stated

Events in this filing

Item 5.02 as filed

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Director Resignations
In connection with the completion of the Exchange
Offer, Linnea Burman, Scott Cundy, Laura Mauri, and Matthew R. Walter each resigned from MiniMed’s Board of Directors (the “Board”),
effective October 15, 2026 (the “Resignations”). None of the Resignations are the result of any disagreement with management
or the Board related to MiniMed’s operations, policies or practices.
Director Appointment
In connection with the Resignations, on October
15, 2026, the Board decreased the size of the Board from 11 to eight and appointed Amy Bricker to serve as a director of the Board to
fill the resulting vacancy, effective October 15, 2026.
Ms. Bricker will serve as a Class II director
whose term expires at the 2027 annual meeting of stockholders and will be a member of the Board’s Nominating and Corporate Governance
Committee.
Ms. Bricker currently serves as Executive Vice
President, Chief Enterprise Pharmacy Officer of Walgreen Co., a role she has held since 2025. Prior to joining Walgreen Co., Ms. Bricker
was employed at different healthcare organizations, including CVS Health Corporation (NYSE: CVS) from 2023 to 2024, and Express Scripts
(NYSE: CI) from 2010 to 2023, including as President from 2020 to 2023. Ms. Bricker holds a B.S. from the University of Health Sciences
and Pharmacy in St. Louis.
The Board has determined that Ms. Bricker is
“independent” in accordance with the rules of The Nasdaq Stock Market LLC, the SEC, and MiniMed’s corporate governance
guidelines. Ms. Bricker does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation
S-K, and there is no arrangement or understanding pursuant to which she was selected as a director of the Board.
On October 15, 2026, the Board amended the MiniMed
Group, Inc. Non-Employee Director Compensation Policy (the “Amended Director Compensation Policy”), to provide for a pro-rated
annual grant of restricted stock units to individuals who become non-employee directors of the Company between annual shareholder meetings
(whether pursuant to their appointment as a director who is not an employee of the Company, its subsidiaries or affiliates or due to
a director ceasing to be an employee of the Company, its subsidiaries or affiliates). The foregoing description of the Amended Director
Compensation Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Director
Compensation Policy, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ending October 30, 2026.
Ms. Bricker’s compensation for service as
a director will be consistent with the compensation paid to other non-employee directors of MiniMed as described in the Amended Director
Compensation Policy.