Current Report Filing (8-k)
October 06 2022 - 7:15AM
Edgar (US Regulatory)
0001567892
false
0001567892
2022-10-05
2022-10-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 5, 2022
Mallinckrodt plc
(Exact name of registrant
as specified in its charter)
Ireland |
001-35803 |
98-1088325 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
College Business & Technology Park, Cruiserath, Blanchardstown, Dublin 15, Ireland
(Address of principal executive offices)
+353 1 6960
000
(Registrant’s
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:
| ¨ | 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:
None
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. |
Appointment of Susan Silbermann
On October 5, 2022, the Board of Directors
(the “Board”) of Mallinckrodt plc (the “Company” or “Mallinckrodt”)
appointed Susan Silbermann as a director of Mallinckrodt, to serve until the end of the Company’s 2023 Annual General Meeting
or, if earlier, her resignation, removal or death. On October 5, 2022, Ms. Silbermann was also appointed to the Governance &
Compliance Committee of the Board.
During her 34-year career at Pfizer, Ms. Silbermann
held numerous positions of increasing responsibility spanning public health, marketing, commercial development and general management
in U.S. and international markets. As Chair of the Pfizer Global COVID-19 Task Force, she developed and led an organization-wide task
force overseeing the safety and well-being of 100,000 colleagues in more than 100 countries. Alongside this role, Ms. Silbermann served
as Global President, Emerging Markets from 2018 to 2020, with operational and managerial responsibility for the entire Pfizer portfolio
in China, Asia, Latin America, Africa and the Middle East, including the initial supply of COVID-19 vaccines in those regions. From 2012
to 2018, she served as President and General Manager, Pfizer Vaccines, creating the basis for much of Pfizer’s current vaccine pipeline
and portfolio and establishing and leading one of three inaugural global business units at Pfizer. Previously, Ms. Silbermann held the
titles of Regional President, Latin America and Senior Vice President, Commercial Development at Pfizer.
In addition to the Mallinckrodt Board, Ms. Silbermann
serves as a director on the boards of LianBio and HilleVax, Inc., both positions she has held since 2021. She also serves on the board
of IAVI, an NGO focused on advancing vaccines and medicines for HIV-AIDS and other emerging infectious diseases and is a board member
for Meet the Writers, an education non-profit.
Ms. Silbermann earned both an M.B.A. in Marketing
and International Business and a Master of Administration degree in French Social and Political Sciences from New York University. She
also earned a B.S. in Biology and French from Tufts University. We believe Ms. Silbermann’s extensive experience in the international
biotechnology and pharmaceutical industries qualifies her to serve on our Board.
There are no transactions between Ms. Silbermann,
on the one hand, and Mallinckrodt, on the other hand, that would be reportable under Item 404(a) of Regulation S-K, and no arrangements
or understandings between Ms. Silbermann and any other persons pursuant to which she was selected to the Board.
Ms. Silbermann will receive compensation as a non-employee
director of the Board as follows:
Cash Retainers
| · | Board Members. Each non-employee director receives an annual cash retainer of $75,000, paid in quarterly installments at the
beginning of each quarter. |
| · | Committee Chairs. The Chair of the Audit Committee receives a supplemental annual cash retainer of $25,000. The Chair of the
Human Resources and Compensation Committee and the Governance and Compliance Committee will each receive a supplemental annual cash retainer
of $17,500. |
| · | Committee Members. Each member of the Audit Committee (excluding the Chair) receives a supplemental annual cash retainer of
$15,000. Each member of the Human Resources and Compensation Committee and the Governance and Compliance Committee (excluding the Chairs)
receives a supplemental annual cash retainer of $10,500. |
| · | In addition, each non-employee director receives $1,500 for each meeting attended that is in excess of 10 meetings (including meetings
of the Board and each committee of the Board). |
Equity Awards
| · | Restricted Stock Units (“RSUs”). Within 10 days of her appointment to the Board, Ms. Silbermann will receive a
grant of 26,276 RSUs, which grant of RSUs will vest ratably on each of the first two anniversaries of Mallinckrodt’s emergence from
Chapter 11 proceedings on June 16, 2022, subject to her continued service on such dates. |
Item 7.01. | Regulation FD Disclosure. |
On October 6, 2022, Mallinckrodt issued a press
release announcing the appointment of Ms. Silbermann to the Board. A copy of the press release is being furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
The information contained in this Item 7.01, including
Exhibit 99.1, shall be deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
MALLINCKRODT PLC |
|
|
Dated: October 6, 2022 |
By: |
/s/ Mark
Tyndall |
|
|
Mark Tyndall |
|
|
Executive Vice President, Chief Legal Officer
& Corporate Secretary |
Mallinckrodt () (USOTC:MNKKQ)
Historical Stock Chart
From Jun 2024 to Jul 2024
Mallinckrodt () (USOTC:MNKKQ)
Historical Stock Chart
From Jul 2023 to Jul 2024