Item 1.01. Entry into a Material Definitive Agreement.
On February 6, 2017, Perrigo Company plc ("
Perrigo
") entered into an agreement (the "
Agreement
") with Starboard Value LP and certain of its affiliates (collectively, "
Starboard
"). The Agreement is intended to define the ongoing relationship between Perrigo and Starboard in its capacity as a significant shareholder. As of February 6, 2017, Starboard beneficially owns approximately 6.7% of outstanding Perrigo ordinary shares.
The following summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K ("
Current Report
") and incorporated herein by reference.
Pursuant to the Agreement, Perrigo (i) accepted the resignation of Michael J. Jandernoa, Gerald K. Kunkle, Jr., Herman Morris, Jr. and Shlomo Yanai from the Perrigo board of directors (the "
Board
"), and (ii) appointed Jeffrey C. Smith of Starboard and two independent directors, Bradley A. Alford and Jeffrey B. Kindler (collectively with Mr. Smith, the "
New Directors
"), to the Board to fill three of the resultant vacancies. Additionally, Starboard has the right to recommend to the Board two nominees to serve as additional independent directors ("
Additional Independent Appointees
"). Perrigo agreed to accept the resignation of Ellen Hoffing effective upon the appointment of the second Additional Independent Appointee to the Board. Additionally, Perrigo agreed to, among other things, nominate the New Directors and, if applicable, the Additional Independent Appointees, for re-election at Perrigo's 2017 annual general meeting of shareholders (the "
2017 Meeting
") alongside the continuing members of the Board and to reconstitute the membership of Perrigo's standing and non-standing Board committees.
With respect to the 2017 Meeting, Starboard agreed to, among other things, vote in favor of Perrigo's director nominees and, subject to certain conditions, vote in accordance with the Board's recommendation on all other proposals. Starboard also agreed not to submit director nominations or proposals at the 2017 Meeting.
Starboard also agreed to certain customary standstill provisions, effective as of the date of the Agreement through the earlier of (x) 15 business days prior to the shareholder nomination deadline for Perrigo's 2018 annual meeting of shareholders and (y) 100 days prior to the anniversary of the 2017 Meeting (the "
Standstill Period
"), prohibiting it from, among other things: (i) soliciting proxies; (ii) joining any "group" or voting arrangement; (iii) proposing certain extraordinary transactions or encouraging third parties to do so; (iv) calling or seeking to call an extraordinary general meeting of Perrigo's shareholders; (v) seeking board representation other than as provided in the Agreement; and (vi) influencing third parties with respect to the voting or disposition of Perrigo common shares. Starboard also agreed to customary confidentiality restrictions.
Perrigo and Starboard also made certain customary representations, agreed to mutual non-disparagement provisions and agreed to jointly issue the press release attached hereto as Exhibit 99.2.