Independent
Tenure on this board
9.3 yrs
Also a director at
Avery Dennison Corp (AVY)Lamb Weston Holdings Inc (LW)
9 nominees · 6 ballot items.
Election of nine directors; Ratify EY as auditor and authorize the Board to fix auditor remuneration; Advisory approval of executive compensation (Say-on-Pay); Approve the 2026 Long-Term Incentive Plan; Renew Board authority to issue shares under Irish law; Renew Board authority to opt-out of statutory pre-emption rights under Irish law.
Elect, by separate resolutions, nine nominees to the Board to serve until the 2027 Annual General Meeting.
Ratify, in a non-binding advisory vote, appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2026 and authorize the Board (through Audit Committee) to fix the auditor’s remuneration in a binding vote.
The proposal asks shareholders to ratify EY’s appointment as independent auditor for 2026 (non-binding) and to authorize the Board via the Audit Committee to set EY’s remuneration (binding). Management seeks shareholder affirmation as good corporate practice despite Irish law deeming reappointment automatic; the Audit Committee oversees EY, reviews fees and services, and pre-approves audit and permitted non-audit services. The recommendation to vote FOR is based on Audit Committee’s conclusion about EY’s qualifications, independence, and historical relationship (EY has audited the predecessor since 2009), and the Board’s view that ratification and authorization supports transparent governance. The proposal is routine, focusing on auditor oversight and fee authorization, with no contentious transaction or regulatory complication; shareholders retain the advisory aspect of ratification while granting the Board the legally-required authority to fix fees.
Non-binding advisory vote to approve the Company’s named executive officers’ compensation as disclosed in the proxy statement.
This advisory proposal asks shareholders to express support for the company’s executive compensation program (Say-on-Pay) as disclosed in the proxy. Management and the Talent & Compensation Committee emphasize pay-for-performance design, long-term equity incentives, clawback provisions, share ownership guidelines, and use of metrics like FCF/NS PSUs and rTSR PSUs, arguing the program aligns executives’ interests with shareholders and supports retention. The Board recommends FOR, citing past strong shareholder support (2025 >98% approval) and ongoing engagement with major investors and proxy advisory firms. While non-binding, the vote signals shareholder sentiment and can influence future compensation design; given prior high support and the company’s explanations of pay alignment, management expects a favorable outcome.
Approve the Perrigo Company plc 2026 Long-Term Incentive Plan, replacing the 2019 Plan and adding a new share reserve of 7,265,000 shares for equity awards.
The proposal asks shareholders to approve a new 2026 LTIP replacing the 2019 Plan and authorizing an additional reserve of 7,265,000 shares plus remaining availability under the Current Plan. Management argues equity-based compensation is critical for talent attraction, retention, and aligning executives and directors with shareholder interests. The plan includes governance provisions intended to be shareholder-friendly—minimum one-year vesting (with limited exceptions), no evergreen replenishment, prohibition on repricing underwater options without shareholder approval, dividend equivalents payable only upon vesting, clawback/recoupment, and sub-plans to accommodate Irish and non-employee director tax/regulatory requirements. The Board supports the request, citing historical burn rates (~1.5% average) and current overhang (~9.35% including proposed reserve), and warns that without approval, the company’s ability to grant competitive equity awards would be constrained. The Committee retains discretion over award types, recipients and performance metrics; the proposal is material to long-term compensation strategy and potential shareholder dilution. Analysts should weigh dilution/overhang against the company’s need to incentivize management and the plan’s governance safeguards. Issues to consider include the size of the share reserve relative to peers, historical utilization, potential future dilution, and how the plan’s performance metrics (FCF/NS PSUs, rTSR PSUs) align with operational priorities and shareholder value creation.
Authorize the Board to allot and issue relevant securities up to approximately 20% of issued share capital (27,529,870 shares) for 18 months, as required under Irish law.
This management proposal seeks shareholder authorization under Irish law for the Board to allot and issue up to approximately 20% of Perrigo’s issued share capital for 18 months— a routine authorization for Irish public companies and consistent with market practice. Management argues the authority preserves corporate flexibility to issue shares for capital raising, acquisitions, equity compensation, and other corporate needs, and aligns Perrigo with NYSE peers. The Board recommends FOR noting this does not increase authorized share capital but simply authorizes issuance of existing authorized shares. Analysts should evaluate the potential use of such authority—particularly dilution risk, how frequently management has used prior authorizations, and the company’s stated capital allocation strategy (including divestitures and strategic reviews) when assessing governance impacts.
Authorize the Board to allot equity securities for cash without first offering to existing shareholders (i) in connection with rights issues and (ii) otherwise up to ~20% of issued share capital for 18 months, subject to customary exclusions.
This management proposal requests authority for the Board to disapply statutory pre-emption rights under Irish law for rights issues and other cash issues up to 20% of issued share capital for 18 months—consistent with common market practice for Irish public companies. Management argues that opting out of pre-emption rights for a limited portion of issuance enables timely capital raising and acquisition-related share issuances without procedural delays of pro-rata offers to existing shareholders, while the limitation and time-bound nature help contain dilution risk. The Board conditions the authority on passage of the related share issuance renewal (Proposal 5) and recommends FOR. Analysts should weigh the company’s capital needs and past use of such authorities against shareholder dilution protections; the proposal is routine but materially affects issuance flexibility.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 9.56% | 13,227,410 | $142M |
| 2 | BlackRock, Inc. | 8.54% | 11,814,955 | $127M |
| 3 | Neuberger Berman Group LLC | 7.56% | 10,460,080 | $112M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.88% | 8,141,919 | $87M |
| 5 | FULLER THALER ASSET MANAGEMENT, INC. | 5.54% | 7,662,883 | $82M |
| 6 | STATE STREET CORP | 5.22% | 7,225,395 | $78M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 4.57% | 6,322,723 | $68M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 6,209,537 | $67M |
| 9 | Invesco Ltd. | 3.31% | 4,576,042 | $49M |
| 10 | MILLENNIUM MANAGEMENT LLC | 3.09% | 4,279,731 | $46M |
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