By LIZ HOFFMAN
Medtronic Inc. MDT +0.79% and AbbVie Inc. ABBV -0.77% agreed to reimburse top executives and board members for millions of dollars in taxes triggered by acquisitions the health-care companies are pursuing that would move their legal homes abroad.
The agreements, disclosed in recent regulatory filings, cover a 15% tax imposed on stock and option awards to officials at companies pursuing so-called inversion deals. In such takeovers, the buyer re-domiciles to a lower-tax jurisdiction. The tax, imposed by Congress in 2004 to discourage such transactions, will be triggered by Medtronic’s$43 billion proposed acquisition of Covidien COV +1.85% PLC and by AbbVie’s $54 billion agreed purchase of Shire SHPG +0.02% PLC. Covidien and Shire are both based in Ireland.
Medtronic will cover an expected $24.8 million tax bill for Chief Executive Omar Ishrak, according to a filing Wednesday. Finance chief Gary Ellis and other executives will split another $32.7 million, while 10 nonemployee board members will share about $5.5 million, according to the agreements, which were reported earlier by the Minneapolis Star-Tribune.
AbbVie, meanwhile, said in an Aug. 21 filing that it will cover similar tax bills, of unknown size, for CEO Richard Gonzalez and other executives and directors.
Such “gross-up” payments can be controversial as some corporate-governance watchers see them as a form of excessive executive and director pay. They also can be expensive for companies, in part because the payments are themselves subject to the same tax.
Both companies said in their filings that the reimbursements put their executives in the same position as other shareholders, as they still would have to pay capital-gains taxes on any paper gains from stock they hold—another consequence of prior legislation aimed at curbing inversions.
A spokesman for Medtronic said the reimbursements allow its executives and directors “to focus on what is in the best interests of the company, and not on their personal finances.” AbbVie couldn’t be reached for comment.
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