Form 8-K PERRIGO Co plc For: May 12

 

 

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 12, 2021

 

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		PRGO		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 12, 2021, the Company’s shareholders voted on the following matters:

 

1.	Election of eleven directors of the Company:

 

Nominee		For				Against				Abstain				Broker Non-Votes
Bradley A. Alford			111,788,059				1,824,636				31,218				3,905,655
Orlando D. Ashford			112,554,665				1,060,743				28,505				3,905,655
Rolf A. Classon			112,376,211				1,223,183				44,518				3,905,656
Katherine C. Doyle			113,393,946				221,775				28,192				3,905,655
Adriana Karaboutis			109,208,081				4,408,623				28,108				3,904,756
Murray S. Kessler			103,592,892				10,019,920				32,001				3,904,755
Jeffrey B. Kindler			111,229,325				2,386,395				29,092				3,904,756
Erica L. Mann			111,798,166				1,818,051				28,595				3,904,756
Donal O’Connor			112,917,562				693,119				34,131				3,904,756
Geoffrey M. Parker			96,667,377				16,947,604				29,831				3,904,756
Theodore R. Samuels			112,581,955				1,035,939				26,893				3,904,781

 

2.	Ratification of the appointment of Ernst & Young LLP as the Company’s independent auditor for the year ending December 31, 2021 and authorization of the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor:

 

For		Against		Abstain		Broker Non-Votes
117,008,168		236,230		305,170		0

 

3.	Advisory vote to approve the Company’s executive compensation:

 

For		Against		Abstain		Broker Non-Votes
91,102,798		22,485,749		56,266		3,904,755

 

4.	Renewal of the Board of Directors’ authority to issue shares under Irish law:

 

For		Against		Abstain		Broker Non-Votes
112,186,403		5,306,036		57,129		0

 

5.	Renewal of the Board of Directors’ authority to opt-out of statutory pre-emption rights under Irish law:

 

For		Against		Abstain		Broker Non-Votes
108,317,411		9,108,818		123,339		0

SIGNATURE

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/ Todd W. Kingma
Dated: May 14, 2021						Todd W. Kingma
						Executive Vice President, General Counsel and Secretary