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PRGO · Current Report (Form 8-K) · Filed May 5, 2026

Perrigo Co PLC — Current Report (Form 8-K)

Form
8-K
Filed
May 5, 2026
Period
Apr 30, 2026
Ticker
PRGO
Accession
0001193125-26-206401
Boardroom Alpha · Filing insights

Shareholders approved Perrigo's 2026 Long-Term Incentive Plan replacing the 2019 Plan. Directors were elected for the 2027 term, and advisory compensation and auditor matters were ratified.

About Perrigo Co PLC
Market cap
$2.0B
1Y TSR
−41.4%
3Y TSR
−26.1%
Board grade
C-
Sector
Healthcare
CEO
Albert Manzone
Last annual meeting: Apr 30, 2026 · View full Perrigo Co PLC profile →
8-K

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):

April 30, 2026

 

 

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

4.900% Notes due 2030

   PRGO30    New York Stock Exchange

6.125% Notes due 2032

   PRGO32A    New York Stock Exchange

5.375% Notes due 2032

   PRGO32B    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 April 30, 2026, Perrigo Company plc (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the results of which are set forth in Item 5.07 below, the Company’s shareholders approved the Perrigo Company plc 2026 Long-Term Incentive Plan (the “2026 Plan”). The 2026 Plan was previously approved by the Company’s Board of Directors (the “Board”) on February 18, 2026, subject to shareholder approval at the Annual Meeting. The 2026 Plan became effective immediately upon approval by the Company’s shareholders and replaces the Perrigo Company plc 2019 Long-Term Incentive Plan, as amended. The material terms of the 2026 Plan are described in “Proposal 4 - Approval of the 2026 Long-Term Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A, as supplemented by the DEFA 14A, which was filed with the Securities and Exchange Commission on March 20, 2026 and is incorporated herein by reference.

The foregoing description of the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s shareholders voted on the following matters:

 

1.

Election of directors to hold office until the 2027 Annual General Meeting of Shareholders:

 

Nominee

     For        Against        Abstain       Broker Non-Votes 

Bradley A. Alford

   105,969,898    1,290,063    27,752    8,926,588

Orlando D. Ashford

   95,646,295    11,591,846    49,572    8,926,588

Julia M. Brown

   101,052,669    5,751,749    483,295    8,926,588

Kevin Egan

   106,601,125    647,205    39,383    8,926,588

Patrick Lockwood-Taylor

    106,442,547     808,941    36,225    8,926,588

Albert A. Manzone

   92,116,246     15,132,058      39,409      8,926,588 

Donal O’Connor

   106,175,693    1,049,777    62,243    8,926,588

Geoffrey M. Parker

   106,350,338    897,163    40,212    8,926,588

Jonas Samuelson

   103,832,794    3,410,983    43,936    8,926,588

 

2.

Ratify, in a non-binding advisory vote, the appointment of Ernst & Young LLP as the Company’s independent auditor for the year ending December 31, 2026, and authorize, the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor:

 

For

 

  Against  

 

  Abstain  

 

 Broker Non-Votes 

113,450,862

  2,682,439   81,000  

 

3.

Advisory vote on executive compensation:

 

For

 

  Against  

 

  Abstain  

 

 Broker Non-Votes 

105,407,787

  1,748,436   131,490   8,926,588

 

4.

Approve the 2026 Plan:

 

For

 

  Against  

 

  Abstain  

 

 Broker Non-Votes 

101,486,928

  5,721,273   79,512   8,926,588

 

5.

Renew the Board’s authority to issue shares under Irish law:

 

For

 

  Against  

 

  Abstain  

 

 Broker Non-Votes 

115,179,070

  949,911   85,320  

 

6.

Renew the Board’s authority to opt-out of statutory pre-emption rights under Irish law:

 

For

 

  Against  

 

  Abstain  

 

 Broker Non-Votes 

111,150,726

  4,943,238   120,337  

 


Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit Number

  

Description

10.1

  

Perrigo Company plc 2026 Long-Term Incentive Plan

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:  May 5, 2026

   

Charles Atkinson

     

Executive Vice President, General Counsel & Company Secretary

 

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Reference

Frequently asked questions

When did Perrigo Co PLC file this 8-K?
Perrigo Co PLC (PRGO) filed this Current Report (Form 8-K) with the SEC on May 5, 2026. The accession number assigned by EDGAR is 0001193125-26-206401.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Shareholders approved Perrigo's 2026 Long-Term Incentive Plan replacing the 2019 Plan. Directors were elected for the 2027 term, and advisory compensation and auditor matters were ratified. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Perrigo Co PLC's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Perrigo Co PLC has filed under CIK 1585364, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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