8-K
PERRIGO Co plc (PRGO)
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):
May 2, 2024
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<br>incorporation or organization) | (IRS Employer<br>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<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Ordinary shares, €0.001 par value | PRGO | New York Stock Exchange |
| 3.900% Notes due 2024 | PROG24 | 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. ☐
5.07 Submission of Matters to a Vote of Security Holders.
At the Company’s Annual General Meeting of Shareholders held on May 2, 2024, the Company’s shareholders voted on the following matters:
| 1. | Election of directors to hold office until the 2025 Annual General Meeting of Shareholders: | |||
|---|---|---|---|---|
| Nominee | For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| Bradley A. Alford | 114,475,705 | 1,532,899 | 89,942 | 5,679,268 |
| Orlando D. Ashford | 115,071,686 | 924,641 | 102,219 | 5,679,268 |
| Julia M. Brown | 112,974,587 | 3,029,593 | 94,366 | 5,679,268 |
| Katherine C. Doyle | 115,180,336 | 825,279 | 92,931 | 5,679,268 |
| Adriana Karaboutis | 112,462,951 | 3,555,831 | 79,764 | 5,679,268 |
| Jeffrey B. Kindler | 113,979,920 | 2,031,844 | 86,782 | 5,679,268 |
| Patrick Lockwood-Taylor | 115,466,984 | 539,288 | 92,274 | 5,679,268 |
| Albert A. Manzone | 106,455,413 | 9,539,856 | 103,277 | 5,679,268 |
| Donal O’Connor | 114,841,555 | 1,170,292 | 86,699 | 5,679,268 |
| Geoffrey M. Parker | 114,337,049 | 1,663,315 | 98,182 | 5,679,268 |
| 2. | Ratify, in a non-binding advisory vote, the appointment of Ernst & Young as the Company’s independent auditor for the year ending December 31, 2024, and authorize the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor: | |||
| --- | --- | |||
| For | Against | Abstain | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 119,759,881 | 1,557,141 | 460,793 | — | |
| 3. | Advisory vote on executive compensation: | |||
| --- | --- | |||
| For | Against | Abstain | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 112,873,029 | 3,111,100 | 114,418 | 5,679,268 | |
| 4. | Renew the Board’s authority to issue shares under Irish law: | |||
| --- | --- | |||
| For | Against | Abstain | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 119,958,265 | 1,715,605 | 103,945 | — | |
| 5. | Renew the Board’s authority to opt-out of statutory pre-emption rights under Irish law: | |||
| --- | --- | |||
| For | Against | Abstain | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 117,156,047 | 4,505,198 | 116,570 | — |
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: May 3, 2024 | Eduardo Bezerra | |
| Chief Financial Officer |
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