Form 8-K - Current report

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):

September 11, 2023

Perrigo Company plc

(Exact name of registrant as specified in its charter)

Commission file number 001-36353

Ireland

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

The Sharp Building, Hogan Place, Dublin 2, Ireland D02 TY74

+353 1 7094000

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

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(s)	Name of each exchange on which registered
Ordinary shares, €0.001 par value	PRGO	New York Stock Exchange
3.900% Notes due 2024	PRGO24	New York Stock Exchange
4.375% Notes due 2026	PRGO26	New York Stock Exchange
4.650% Notes due 2030	PRGO30	New York Stock Exchange
5.300% Notes due 2043	PRGO43	New York Stock Exchange
4.900% Notes due 2044	PRGO44	New York Stock Exchange

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 11, 2023, James Dillard III and Perrigo Company plc (“Perrigo” or the “Company”) agreed to a mutual separation, such that Mr. Dillard will no longer serve as Executive Vice President (“EVP”) & President, Consumer Self-Care Americas of the Company and all relevant subsidiaries and affiliates effective the same day. Mr. Dillard will continue in an advisory capacity until September 30, 2023.

In connection with his separation, the Company will enter into a Waiver and Release Agreement with Mr. Dillard on or about October 1, 2023 (the “Agreement”). The Agreement will provide Mr. Dillard with the same severance benefits that he would otherwise be entitled to in an involuntary termination without cause pursuant to the Perrigo Company plc U.S. Severance Policy, including one year of base salary, a prorated incentive bonus, Company-paid COBRA benefits and continued vesting of outstanding equity awards. The Agreement will further provide that such base salary payments be made on the Company’s regularly scheduled payroll intervals through February 29, 2024 with the remainder of the base salary and the prorated incentive bonus to be paid as a lump sum by March 15, 2024, subject to the following offset.

The Agreement will also include a provision confirming Mr. Dillard’s obligation to remit to the Company an amount equal to his expected tax refund from Irish Revenue, which Mr. Dillard owes to the Company in connection with the Company’s tax equalization policy. If such reimbursement is not made to the Company by March 15, 2024, the Company will offset the remaining base salary and prorated incentive bonus that would be payable on March 15, 2024 by such amount, with any remaining amounts owed to Perrigo to be paid directly by Mr. Dillard. The Agreement will also contain customary non-disparagement and cooperation obligations as well as a release of claims by Mr. Dillard.

Item 8.01

Other Information.

On September 11, 2023, the Company announced the appointment of Catherine “Triona” Schmelter as EVP and President, Consumer Self-Care Americas and Global Portfolio Optimization effective immediately. Prior to joining Perrigo, Ms. Schmelter was most recently at Treehouse Foods, where she most recently served as the Chief Transformation Officer, responsible for growth acceleration and capability building initiatives.

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.


	(Registrant)

	PERRIGO COMPANY PLC

	By:	/s/ Eduardo Bezerra
Dated: September 11, 2023		Eduardo Bezerra
		Chief Financial Officer

Document and Entity Information	Sep. 11, 2023
Document And Entity Information [Line Items]
Entity Registrant Name	PERRIGO Co plc
Entity Tax Identification Number	00-0000000
Amendment Flag	false
Entity Central Index Key	0001585364
Document Type	8-K
Document Period End Date	Sep. 11, 2023
Entity File Number	001-36353
Entity Incorporation State Country Code	L2
Entity Address, Address Line One	The Sharp Building
Entity Address, Address Line Two	Hogan Place
Entity Address, City or Town	Dublin 2
Entity Address, Country	IE
Entity Address, Postal Zip Code	D02 TY74
City Area Code	353 1
Local Phone Number	7094000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Ordinary Shares 0001 Par Value [Member]
Document And Entity Information [Line Items]
Security 12b Title	Ordinary shares, €0.001 par value
Trading Symbol	PRGO
Security Exchange Name	NYSE
A 39 Senior Note Due 2024 [Member]
Document And Entity Information [Line Items]
Security 12b Title	3.900% Notes due 2024
Trading Symbol	PRGO24
Security Exchange Name	NYSE
M 4.375 Notes Due 2026 [Member]
Document And Entity Information [Line Items]
Security 12b Title	4.375% Notes due 2026
Trading Symbol	PRGO26
Security Exchange Name	NYSE
A 313 Senior Note Due 2030 [Member]
Document And Entity Information [Line Items]
Security 12b Title	4.650% Notes due 2030
Trading Symbol	PRGO30
Security Exchange Name	NYSE
M 5.300 Notes Due 2043 [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.300% Notes due 2043
Trading Symbol	PRGO43
Security Exchange Name	NYSE
M 4.900 Notes Due 2044 [Member]
Document And Entity Information [Line Items]
Security 12b Title	4.900% Notes due 2044
Trading Symbol	PRGO44
Security Exchange Name	NYSE