Perrigo Company plc filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$PRGO
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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Commission file number 001-36353
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
+353 1 7094000
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area code, of registrant’s principal executive offices)
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(Former name or former address, if changed since last report)
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ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2025, Perrigo Company plc (“Perrigo” or the “Company”) announced it reached agreement with Patrick Lockwood-Taylor to extend his tenure as CEO and President and member of the Board, and the Company, through its US subsidiary Perrigo Company, a Michigan corporation, entered into an amended and restated employment agreement with Mr. Lockwood-Taylor to be effective on February 26, 2025, (the “Employment Agreement”). The Employment Agreement has an initial term of three years ending on June 30, 2028, which is subject to automatic renewal thereafter for one-year periods unless either party provides 90 days’ prior notice of non-renewal. The Agreement provides that Mr. Lockwood-Taylor will be entitled to an annual base salary of $1,240,000 and a target annual bonus opportunity of not less than 125% of his annual base salary (the “Target Annual Bonus”), with the actual amount of the annual bonus ranging from 0% to 200% of the Target Annual Bonus; provided that Mr. Lockwood-Taylor will receive at least 50% of the Target Annual Bonus if the minimum applicable performance metrics are achieved for the applicable fiscal year. He will also be eligible to continue to participate in the Company’s 2019 Long-Term Incentive Plan; provided that annual grants made to Mr. Lockwood-Taylor shall have a grant date fair value of not less than $6,600,000. Mr. Lockwood-Taylor will continue to participate in employee benefit plans in effect from time to time. In addition, the Employment Agreement continues to entitle Mr. Lockwood-Taylor to indemnification to the fullest extent permitted by applicable law and directors’ and officers’ insurance coverage, in each case, to the same extent as other officers and directors of Perrigo.
If Mr. Lockwood-Taylor’s employment is terminated involuntarily by the Company without cause or by Mr. Lockwood-Taylor for good reason (except in the case of his primary place of work being changed to Dublin, Ireland), in either case, other than upon, or within 24 months following, a change in control, he will be entitled to a prorated annual bonus for the year of termination (based on actual performance), cash severance equal to 1.5 times the sum of his annual base salary and target annual bonus opportunity, and payment of the cost of health care continuation coverage for up to 18 months following termination, plus payment of the amount of such costs for up to an additional six months, provided that any payment of health care continuation costs shall cease if Mr. Lockwood-Taylor becomes eligible to receive health care benefits under another employer-provided plan). Mr. Lockwood-Taylor will also be entitled to the continued vesting of any then-outstanding equity incentive awards for 36 months following his termination, with any performance-based awards vesting, if at all, based on actual performance.
If Mr. Lockwood-Taylor’s employment were terminated involuntarily by the Company without cause or by Mr. Lockwood-Taylor for good reason, in either case, upon, or within 24 months following, a change in control, he would be entitled to a prorated annual bonus for the year of termination based on target annual bonus activity, cash severance equal to 2.0 times the sum of his annual base salary and target annual bonus opportunity, paid health care continuation coverage for up to 18 months as described above, and an additional lump sum cash payment equal to the cost of an additional six months of healthcare continuation coverage. Mr. Lockwood-Taylor will also be entitled to the full vesting of any then-outstanding equity incentive awards, with any then-outstanding performance-based equity incentive awards vesting based on “target” levels of achievement of the applicable performance thresholds.
The foregoing severance benefits are subject to Mr. Lockwood-Taylor’s execution of a release of claims in favor of Perrigo. In addition, Mr. Lockwood-Taylor has agreed to comply with (i) a post-termination noncompete covenant and a post-termination nonsolicitation of customers and employees covenant, each of which will endure for 24 months following any termination of employment, (ii) a perpetual confidentiality covenant, and (iii) a perpetual mutual nondisparagement covenant.
The foregoing summary of the Amended and Restated Employment Agreement is qualified in its entirety by the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document). | ||||
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/ Charles Atkinson | |||||||||||||
| Dated: | February 26, 2025 | Charles Atkinson | ||||||||||||
| Executive Vice President, General Counsel and Secretary | ||||||||||||||