8-K

PERRIGO Co plc (PRGO)

8-K 2023-05-10 For: 2023-05-04
View Original
Added on April 09, 2026

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 4, 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<br>incorporation or organization) (I.R.S. 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 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
4.400% 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 5.07.    Submission of Matters to a Vote of Security Holders.

At the Company's Annual General Meeting of Shareholders held on May 4, 2023, the Company's shareholders voted on the following matters:

1.Election of directors to hold office until the 2024 Annual General Meeting of Shareholders:

Nominee Votes For Votes Against Abstentions Broker Non-Votes
Bradley A. Alford 111,592,058 4,373,193 66,567 7,269,915
Orlando D. Ashford 109,492,962 6,476,921 61,935 7,269,915
Katherine C. Doyle 114,732,070 1,190,202 109,546 7,269,915
Adriana Karaboutis 106,885,766 9,083,652 62,400 7,269,915
Murray S. Kessler 114,747,882 1,240,742 43,194 7,269,915
Jeffrey B. Kindler 111,077,497 4,872,272 82,049 7,269,915
Erica L. Mann 99,627,449 16,336,273 68,096 7,269,915
Albert A. Manzone 112,661,583 3,234,202 136,033 7,269,915
Donal O'Connor 114,159,014 1,801,001 71,803 7,269,915
Geoffrey M. Parker 109,562,945 6,406,620 62,253 7,269,915

2.Ratify, in a non-binding advisory vote, the appointment of Ernst & Young LLP as the Company's independent auditor for the year ending December 31, 2023, and authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor:

Votes For Votes Against Abstentions Broker Non-Votes
122,552,222 697,972 51,540

3.Advisory vote on executive compensation:

Votes For Votes Against Abstentions Broker Non-Votes
77,848,010 38,080,510 103,298 7,269,915

4.Advisory vote on the frequency of future advisory votes on executive compensation:

1 year 2 year 3 year Abstentions Broker Non-Votes
107,429,468 127,451 8,267,824 207,075 7,269,915

5.Renew the Board's authority to issue shares under Irish law:

Votes For Votes Against Abstentions Broker Non-Votes
120,249,204 2,891,528 161,002

6.Renew the Board's authority to opt-out of statutory pre-emption rights under Irish law:

Votes For Votes Against Abstentions Broker Non-Votes
121,035,864 2,210,786 55,084

7.Approve the creation of distributable reserves by reducing some or all of the Company's share premium:

Votes For Votes Against Abstentions Broker Non-Votes
122,771,535 302,287 227,912

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/ Kyle L. Hanson
Dated: May 10, 2023 Kyle L. Hanson
Executive Vice President, General Counsel and Secretary