PERRIGO Co plc (Form: 8-K, Received: 05/11/2022 06:36:43)

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 6, 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
4.000% Notes due 2023	PRGO23	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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2022, Perrigo Company plc (the “Company”) announced the retirement of Mr. Todd Kingma, Executive Vice President (EVP), General Counsel, and Corporate Secretary, effective August 31, 2022.

The Company has appointed Ms. Kyle Hanson, 57, to assume the roles of EVP, General Counsel and Corporate Secretary, effective June 1, 2022. To assist with a seamless transition, Mr. Kingma will serve in an advisory capacity until his retirement.

Ms. Hanson is a highly skilled lawyer, with nearly 25 years of experience as counsel for consumer-focused companies. She spent the last four years at Wolverine Worldwide, Inc. (NYSE: WWW), where she served as Senior Vice President, General Counsel and Secretary. Prior to Wolverine, Ms. Hanson served for 20 years in various roles of increasing responsibility, including as General Counsel, at The Buckle (NYSE: BKE).

There is no arrangement or understanding between Ms. Hanson and any other persons pursuant to which Ms. Hanson was selected as an officer. There are no family relationships between Ms. Hanson and any director or executive officer of the Company and no related-party transactions involving Ms. Hanson that would require disclosure under Item 404(a) of Regulation S-K.

Additionally, as previously announced, Mr. Ray Silcock informed the Company of his intent to retire as Chief Financial Officer (CFO) and principal accounting officer of the Company, to be effective July 15, 2022.

The Company has appointed Mr. Eduardo Bezerra, 47, as EVP and CFO, effective May 16, 2022, succeeding Mr. Silcock, who will serve in an advisory capacity until his retirement on July 15, 2022.

Prior to joining the Company, Mr. Bezerra served as Senior Vice President and Chief Financial Officer of Fresh Del Monte Produce, Inc. (NYSE: FDP). He previously served in multiple finance, as well commercial and strategy positions with increasing responsibility at Monsanto Company for over 20 years, before the company was acquired by Bayer AG, when he took the lead on all finance-related integration matters.

The Company and Mr. Bezerra entered into an offer letter, on May 6, 2022 (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Bezerra’s base salary will be $700,000 annually and he will receive a one-time sign-on bonus of $200,000, which is subject to partial repayment if Mr. Bezerra voluntarily terminates his employment within the first two years of his start date. Mr. Bezerra will participate in Perrigo’s Annual Incentive Plan, with a 2022 target award of 80% of his base salary. Mr. Bezerra will also participate in the Company’s 2019 Long-Term Incentive Plan (the “LTIP Plan”), with a 2022 award value of $1,800,000, subject to the terms of the LTIP Plan and award agreements thereunder. In addition, Mr. Bezzera will be eligible to participate in the Company’s U.S. Severance Policy Amended and Restated Effective February 14, 2019, as well as other benefit plans offered to executive employees of the Company.

There is no arrangement or understanding between Mr. Bezerra and any other persons pursuant to which Mr. Bezerra was selected as an officer. There are no family relationships between Mr. Bezerra and any director or executive officer of the Company and no related-party transactions involving Mr. Bezerra that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On May 11, 2022, the Company issued a press release announcing the matters described in Item 5.02, above. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.

The information set forth in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01.

Financial Statements and Exhibits

(d)

Exhibits


Exhibit Number		Description

10.1		Letter Agreement between the Company and Eduardo Bezerra, dated May 6, 2022.

99.1		Press Release issued by Perrigo Company plc on May 11, 2022.

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/ Todd W. Kingma
Dated: May 11, 2022		Todd W. Kingma
		Executive Vice President, General Counsel and Secretary

Exhibit 10.1

LOGO

May 2 2022

Eduardo Bezerra

Dear Eduardo,

On behalf of the Perrigo Board of Directors, I would like to formally congratulate you on becoming part of the Perrigo family and an integral part of my leadership team. For more than 130 years, Perrigo has provided high quality, affordable self-care products to families around the world and there is no greater reward than helping make lives better.

Perrigo sets the standard for hiring top talent, which is why I am so pleased to confirm in writing the offer of Executive Vice President, Chief Financial Officer. Reporting to me, you will have the opportunity to help over 9,000 passionate Perrigo employees around the globe bring our vision to a reality:

To make lives better by bringing quality, affordable self-care products that consumers trust everywhere they are sold.

This offer is contingent upon successful completion of a pre-employment drug test, a background check and your ability to legally work in the United States. We are targeting a start date of on or around May 16^th, 2022.

The base salary for this position will be $700,000 annually (paid over 24 pay periods on the 15^th and last day of each month). Other terms of our offer also include:

•

A cash sign on bonus in the gross amount of $200,000. If you voluntarily leave Perrigo for any reason within 12 months of your start of employment, you will be responsible to repay Perrigo 66% of your cash sign on bonus. If you voluntarily leave Perrigo for any reason within 13-24 months of your start of employment, you will be responsible to repay Perrigo 50% of your cash sign on bonus.

•

Participation in Perrigo’s discretionary Annual Incentive Plan (AIP). The AIP is a cash bonus plan. Your target annual payout for the bonus will be 80% of base salary. Bonus payouts take place following the end of the calendar year, occurring in early-March. Your first payout in March of 2023 will be a full year bonus and not pro-rated based on your date of hire. The Corporate AIP plan is funded based on company performance consistent with the other executive officers including myself. Payout of AIP can range from 0% to 200% of target based on individual and company performance.

Corporate Annual Incentive Plan (AIP)

•

20% of Target attributed to attainment of Individual Strategic Objectives

•

30% of Target attributed to Corporate Revenue (Total Perrigo)

•

50% of Target attributed to Corporate Operating Income goals (Total Perrigo)

LOGO

•

You will be eligible to receive equity through Perrigo’s discretionary Long-Term Incentive Plan (LTIP). Perrigo grants equity using a combination of equity vehicles which can include Performance-based Restricted Stock Units (PSUs) and Service-based Restricted Stock Units (RSUs). Your 2022 award will equal $1,800,000. The value of equity awards has the potential to payout between 30% and 170% of the original award target amount depending on the performance of PSUs at the end of the relevant performance period (excluding any gain or loss of the stock price). Receipt of the equity awards are subject to the terms outlined in the Perrigo Company PLC Award Agreements and Perrigo’s 2019 Long-Term Incentive Plan (and any amendments, modifications or successor documents).

Award Vehicles based on board approved 2022 plan design

• 50% of award granted in Adjusted Operating Income PSUs

• 20% of award granted in rTSR-PSUs

• 30% of award granted in 3-year Ratable RSUs

•

As a member of our senior executive team, you will be eligible to participate in the Perrigo Non-Qualified Deferred Compensation (NQDC) plan.

•

You will be eligible for a performance and salary review on April 1^st, 2023 and annually thereafter.

•

Eligibility to participate in our Health and Welfare benefits to include Health, dental, prescription, and life insurance, 401(k), profit sharing retirement, tuition reimbursement and paid holidays and vacation. Please refer to the Perrigo Employee Benefit Guide for a full description of all of the benefits you are eligible to receive.

•

Severance—Eligibility to participate in the Perrigo Company plc U.S. Severance Policy Amended and Restated Effective February 14, 2019 (“Policy”). Per the terms of the Policy, as an Executive Vice President if you were separated from employment and eligible to receive severance pay, you would receive a severance payment equal to 52 weeks of your base salary, a pro rata bonus payment for the year in which the termination occurs, based on actual performance, and Company paid COBRA coverage for 12 months if you participate in Perrigo’s health insurance programs and are not entitled to health insurance coverage under another employer-provided plan. Additionally, per the terms of the LTIP, for this kind of separation, there would be a 24-month continued vesting of unvested LTI from the date of separation of employment.

•

Your eligibility to participate in the various discretionary compensation and benefit plans referenced previously is governed by the terms and conditions of each plan document or policy, and you, as with any other executive officer, are subject to any plan design changes and other decisions made by the Talent & Compensation Committee or the Board of Directors.

•

You will qualify for 4 weeks of vacation annually. A prorated amount will be issued upon hire for 2022 and you may begin using time as needed. Vacation should be used within the calendar year it is issued and cannot be carried over from year to year. You will receive 4 additional weeks on January 1, 2023 and annually thereafter. Consistent with our vacation policy any unused vacation is not eligible for payout upon separation from the company.

•

Your official work location will be your home based in Miami, Florida. While your primary work location is your home office, you understand and agree that an essential function of your job is regularly traveling to numerous Perrigo locations such as West Palm Beach, Florida, Allegan and Grand Rapids, Michigan, Dublin, Ireland, and Nazareth, Belgium. Note that our new Grand Rapids, Michigan North American Headquarters will open in and around July 2022. Should you decide at any time to relocate to Grand Rapids, Perrigo will provide you and your family relocation services consistent with company policy to include: Lump Sum Allowance, Home Sale Program, Destination Assistance, Moving Assistance and Tax Assistance among many other benefits. Travel from Miami to other business essential locations including West Palm Beach, Florida, Grand Rapids, Michigan and Dublin, Ireland will be covered under the terms of the Perrigo Global Travel and Expense Policy (the “Travel Policy”).

Perrigo is an at-will employer, meaning that either you or Perrigo are free to end the employment relationship at any time, with or without notice or cause. Nothing in this letter or in Perrigo’s policies or procedures, either now or in the future, are intended to change the at-will nature of our relationship.

Again, we are very excited you will be joining the Perrigo family. The role you play will be key to our overall success, especially given the expertise and background you bring. On behalf of the Perrigo Board of Directors and the Perrigo leadership team, Congratulations and welcome to Perrigo!


Sincerely,				Acknowledgement:

				/s/ Eduardo Bezerra
Murray Kessler				Eduardo Bezerra
President and CEO				May 6, 2022
				Date

*	Please sign and scan back to Kim.Shriver@perrigo.com. Please keep a copy for your records.

Cc: Employee Fil

Exhibit 99.1

LOGO

PERRIGO ANNOUNCES PLANNED LEADERSHIP SUCCESSION

Mr. Eduardo G. Bezerra named EVP, Chief Financial Officer

Mr. Todd Kingma to retire after 19 years of service; Ms. Kyle L. Hanson to be named EVP, General Counsel and Corporate Secretary

Dublin, Ireland — May 11, 2022 — Perrigo Company plc (NYSE: PRGO), a leading provider of Consumer Self-Care products, today made two announcements regarding the planned succession of its executive leadership team. Mr. Eduardo Bezerra has been named Executive Vice President and Chief Financial Officer, effective May 16, 2022, succeeding Mr. Ray Silcock, who previously announced his intent to retire. Mr. Silcock will serve in an advisory capacity until his retirement on July 15, 2022. The Company also announced the planned retirement of Mr. Todd Kingma, Executive Vice President, General Counsel and Corporate Secretary. Ms. Kyle Hanson has been named Executive Vice President, General Counsel and Corporate Secretary effective June 1, 2022, at which point Mr. Kingma will serve in an advisory capacity until his retirement on August 31, 2022.

Perrigo President and CEO, Murray S. Kessler commented, “The appointments of Kyle and Eduardo are a key part of the next phase of Perrigo’s consumer self-care strategy. They represent the next generation of Perrigo leaders who will help ‘Optimize and Accelerate’ the newly transformed organization. They both have the passion and experience that embody ‘The Perrigo Advantage’, and I am confident that their diverse perspectives and deep experience will contribute to Perrigo’s success. By focusing on our supply chain reinvention, successfully integrating HRA Pharma, growing gross margins, driving innovation and continually improving our organization and culture, the path ahead for Perrigo is clear, and we have the leadership to make it happen.”

Mr. Eduardo Bezerra Named Chief Financial Officer

Bezerra joins Perrigo from Fresh Del Monte Produce, Inc. (NYSE: FDP), where he served as Senior Vice President and Chief Financial Officer. He previously served in multiple finance, as well commercial and strategy positions with increasing responsibility at Monsanto Company for over 20 years, before the company was acquired by Bayer AG, when he took the lead on all finance-related integration matters.

Kessler continued, “We are excited to have Eduardo join Perrigo with his extensive experience leading finance functions and growing margins at fast-moving consumer goods companies. In addition, he previously implemented global finance shared services structures, managed large integration processes, in addition to his deep international experience, having led teams across all 5 continents. I look forward to closely working with Eduardo on driving operational excellence through our Supply Chain Reinvention program and strengthening our balance sheet through working capital improvements and value-driving capital allocation.”

Mr. Bezerra said, “I am excited to join Perrigo and help the company profitably and sustainably turn its consumer self-care vision into a reality. It is a privilege to join Perrigo’s executive team and to partner with its talented finance organization, to advance the Company’s powerful strategy while building value for shareholders.”

Mr. Todd Kingma Announces Retirement

Kessler said, “On behalf of the Board of Directors and leadership team, I would like to thank Todd for his valued leadership and significant contributions over his 19 years at Perrigo. Todd had considered retiring sooner, but at my and the Board’s request, he agreed to stay until the major uncertainties challenging the company were resolved. And I am proud that he did just that. Todd has been a trusted voice to me and the Board, and a key

contributor to the senior leadership of Perrigo, helping guide the Company through many successes, including, most recently, our transformation to a leading self-care company and the resolution of the Irish Tax assessment. I am grateful for Todd’s many contributions to Perrigo and am delighted to see him retire as the winner he is. I also appreciate that he has agreed to stay on as an advisor until the end of the summer to ensure a seamless transition with our new General Counsel.”

Commenting on his planned retirement, Mr. Kingma noted, “I am extremely grateful for my career at Perrigo. It has been a privilege to serve and work closely with the many incredible people at Perrigo. I am pleased that Kyle will be joining Perrigo and believe that she is the right person to lead Perrigo’s talented Legal and Compliance team. I look forward to working closely with Kyle over the coming months to ensure a seamless transition.”

Ms. Kyle Hanson Named General Counsel and Secretary

“As part of the next generation of Perrigo leaders, Kyle’s extensive experience in the consumer industry will provide valuable perspective and insight to the Company,” said Kessler. “Kyle not only brings consumer expertise, passion and strong judgement, she is also an experienced litigator that will help Perrigo further reduce uncertainty.”

Ms. Hanson commented, “I am honored for the opportunity to join such a great company at a perfect time in its storied history. I look forward to a smooth transition with Todd and am excited to help advance Perrigo’s purposeful self-care vision.”

Search Advisor

Mattson and Company, a select board advisory and executive search firm that specializes in senior executive talent selection and effective board governance, completed the engagement for Perrigo that resulted in the hiring of Mr. Bezerra as Chief Financial Officer and Ms. Hanson as General Counsel.

About Perrigo

Perrigo Company plc (NYSE: PRGO) is a leading provider of Quality, Affordable Self-Care Products and over-the-counter (OTC) health and wellness solutions that enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed. Led by its consumer self-care strategy, Perrigo is the largest store brand OTC player in the U.S. in the categories in which it competes through more than 9,000 SKUs under customer ‘own brand’ labels. Additionally, Perrigo is a Top 10 OTC company by revenue in Europe, where it markets more than 200 branded OTC products throughout 28 countries. Visit Perrigo online at www.perrigo.com.

About Mattson and Company

With top executive search professionals in NYC, Chicago, Indianapolis, Atlanta, Manchester, Short Hills and Palm Beach, Mattson and Company is a highly specialized boutique consulting firm with experienced consultants who are trusted advisors to Boards and Chief Executive Officers. Founded in 2014 by Gayle Mattson, the firm’s partners offer a wealth of knowledge in successfully implementing solutions to critical issues facing Boards and C-Suite executives with select clients to create close and unconflicted relationships. www.mattsonandco.com

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements.” These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “forecast,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or the negative of those terms or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, including: the effect of the coronavirus (COVID-19) pandemic and its variants and associated supply chain impacts on the Company’s business; general economic, credit, and market conditions; the impact of the war in Ukraine and any escalation thereof, including the effects of economic and political sanctions imposed by the United States, United Kingdom, European Union, and other countries related thereto; the outbreak or escalation of conflict in other regions where we do business; future impairment charges; customer acceptance of new products; competition from other industry participants, some of whom have greater marketing resources or larger market shares in certain product categories than the Company does; pricing pressures from customers and consumers; resolution of uncertain tax positions, including the Company’s appeal of the draft and final Notices of Proposed Assessment (“NOPAs”) issued by the U.S. Internal Revenue Service and the impact that an adverse result in any such proceedings would have on operating results, cash flows, and liquidity; pending and potential third-party claims and litigation, including litigation relating to the Company’s restatement of previously-filed financial information and litigation relating to uncertain tax positions, including the NOPAs; potential impacts of ongoing or future government investigations and regulatory initiatives; potential costs and reputational impact of product recalls or sales halts; the impact of tax reform legislation and/or changes in healthcare policy; the timing, amount and cost of any share repurchases; fluctuations in currency exchange rates and interest rates; the Company’s ability to achieve the benefits expected from the sale of its Rx business and the risk that potential costs or liabilities incurred or retained in connection with that transaction may exceed the Company’s estimates or adversely affect the Company’s business or operations; the Company’s ability to achieve the benefits expected from the acquisition of Héra SAS (“HRA Pharma”) and the risks that the Company’s synergy estimates are inaccurate or that the Company faces higher than anticipated integration or other costs in connection with the acquisition; risks associated with the integration of HRA Pharma, including the risk that growth rates are adversely affected by any delay in the integration of sales and distribution networks; the consummation and success of other announced and unannounced acquisitions or dispositions, and the Company’s ability to realize the desired benefits thereof; and the Company’s ability to execute and achieve the desired benefits of announced cost-reduction efforts and strategic and other initiatives. An adverse result with respect to the Company’s appeal of any material outstanding tax assessments or pending litigation, including securities or drug pricing matters, could ultimately require the use of corporate assets to pay such assessments, damages from third-party claims, and related interest and/or penalties, and any such use of corporate assets would limit the assets available for other corporate purposes. These and other important factors, including those discussed under “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2021, as well as the Company’s subsequent filings with the United States Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this press release are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Perrigo Contact

Bradley Joseph, Vice President, Global Investor Relations & Corporate Communications, (269) 686-3373, E-mail: bradley.joseph@perrigo.com

Nicholas Gallagher, Manager, Global Investor Relations & Corporate Communications, (269) 686-3238, E-mail: nicholas.gallagher@perrigo.com