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Form 8-K PERRIGO Co plc For: Jul 11

July 14, 2022 7:02 AM EDT

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8-K
PERRIGO Co plc 00-0000000 false 0001585364 0001585364 2022-07-11 2022-07-11 0001585364 prgo:OrdinaryShares0001ParValueMember 2022-07-11 2022-07-11 0001585364 prgo:A3.9seniornotedue2024Member 2022-07-11 2022-07-11 0001585364 prgo:M4.375NotesDue2026Member 2022-07-11 2022-07-11 0001585364 prgo:A313SeniorNoteDue2030Member 2022-07-11 2022-07-11 0001585364 prgo:M5.300NotesDue2043Member 2022-07-11 2022-07-11 0001585364 prgo:A4.9SeniorLoandue2044Member 2022-07-11 2022-07-11

 

 

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):

July 11, 2022

 

 

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
3.15% 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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 11, 2022, the Board of Directors of Perrigo Company plc (the “Company” or “Perrigo”) appointed Albert A. Manzone to serve as a member of the Company’s board of directors (the “Board”), to be effective July 30, 2022. Mr. Manzone will also serve as a member of the Board’s Talent & Compensation Committee.

Mr. Manzone has served as Chief Executive Officer of Whole Earth Brands, a global food company formerly known as Flavors Holdings, since February 2016 and sits on its board of directors. Prior to becoming CEO of Whole Earth Brands, Mr. Manzone held numerous executive leadership roles with companies, including Oettinger Davidoff AG, Novartis, Wm Wrigley Jr. Company, PepsiCo and McKinsey & Co. He serves as Trustee of the Northwestern University Board and President-Elect of the Northwestern Alumni Association. He also serves as Director of the Prince Albert II of Monaco Foundation for the Environment, and Director of Monaco Digital in Monaco on behalf of the Principality of Monaco.

There are no arrangements or understandings between Mr. Manzone and any other person pursuant to which he was selected as a director of the Company. For his service on the Board, Mr. Manzone will be entitled to receive compensation provided to non-employee directors as approved by the Board and described in the Company’s proxy statement filed on March 24, 2022.


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: July 14, 2022       Kyle L. Hanson
      Executive Vice President, General Counsel and Secretary


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