Current Report Filing (8-k)
December 18 2017 - 4:35PM
Edgar (US Regulatory)
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): December 18, 2017 (December 12, 2017)
ALLERGAN PLC
(Exact
Name of Registrant as Specified in Charter)
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Ireland
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001-36867
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98-1114402
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Clonshaugh Business and Technology Park
Coolock, Dublin, D17 E400, Ireland
(Address of Principal Executive Offices)
(862)
261-7000
(Registrants telephone number, including area code)
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 (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c)
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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). ☐
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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compulsory Arrangements of Certain Officers
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On December 12, 2017, Allergan plc (the Company) and Maria Teresa Hilado reached a definitive agreement on the terms of a
separation agreement in connection with Ms. Hilados departure from the Company as its Executive Vice President and Chief Financial Officer, the circumstances of which will entitle her to certain separation-related benefits under the
Companys Executive Severance Plan and long-term incentive awards in accordance with the terms of that Plan and those awards.
In
addition, in consideration of Ms. Hilados agreement to remain with the Company through April 4, 2018 to continue leading certain critical business initiatives, including the signing of the Companys 2017 annual financial
statements, the Company has also agreed to provide Ms. Hilado with the following additional payments and benefits: (i) a $1,800,000 retention payment; (ii) continued vesting of her outstanding RSU awards for 12 months following her
date of termination; (iii) continued vesting of her Transformation Incentive Plan award, with payout, if any, based on actual performance under the terms of that award; (iv) immediate vesting of her outstanding nonqualified stock options
with such stock options remaining exercisable for 24 months following her date of termination; and (v) in the event the Company enters into a into a definitive agreement on or prior to December 31, 2018 that would constitute a change
in control under the terms of the executive severance plan, and provided, that, such change in control is consummated, an additional cash payment equal to one times her base salary and annual target bonus. Additionally, Ms. Hilado has
agreed to make herself available to consult with the Company from her termination date up to December 31, 2018, at a rate of $16,000 per month.
The receipt of the benefits described above are subject to her continued employment with the Company through April 4, 2018, her execution
and
non-revocation
of a release of claims in favor of the Company and compliance with the terms of a
non-competition
agreement.
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.
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Dated: December 18, 2017
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Allergan plc
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By:
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/s/ A. Robert D. Bailey
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A. Robert D. Bailey
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Chief Legal Officer and Corporate Secretary
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