prgo-20230504

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 4, 2023

_______________________________________________

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
3.900% Notes due 2024	PRGO24	New York Stock Exchange
4.375% Notes due 2026	PRGO26	New York Stock Exchange
4.400% 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 5.07. Submission of Matters to a Vote of Security Holders.

At the Company's Annual General Meeting of Shareholders held on May 4, 2023, the Company's shareholders voted on the following matters:

1.Election of directors to hold office until the 2024 Annual General Meeting of Shareholders:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Bradley A. Alford	111,592,058	4,373,193	66,567	7,269,915
Orlando D. Ashford	109,492,962	6,476,921	61,935	7,269,915
Katherine C. Doyle	114,732,070	1,190,202	109,546	7,269,915
Adriana Karaboutis	106,885,766	9,083,652	62,400	7,269,915
Murray S. Kessler	114,747,882	1,240,742	43,194	7,269,915
Jeffrey B. Kindler	111,077,497	4,872,272	82,049	7,269,915
Erica L. Mann	99,627,449	16,336,273	68,096	7,269,915
Albert A. Manzone	112,661,583	3,234,202	136,033	7,269,915
Donal O'Connor	114,159,014	1,801,001	71,803	7,269,915
Geoffrey M. Parker	109,562,945	6,406,620	62,253	7,269,915

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, 2023, and authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor:


Votes For	Votes Against	Abstentions	Broker Non-Votes
122,552,222	697,972	51,540	—

3.Advisory vote on executive compensation:


Votes For	Votes Against	Abstentions	Broker Non-Votes
77,848,010	38,080,510	103,298	7,269,915

4.Advisory vote on the frequency of future advisory votes on executive compensation:


1 year	2 year	3 year	Abstentions	Broker Non-Votes
107,429,468	127,451	8,267,824	207,075	7,269,915

5.Renew the Board's authority to issue shares under Irish law:


Votes For	Votes Against	Abstentions	Broker Non-Votes
120,249,204	2,891,528	161,002	—

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


Votes For	Votes Against	Abstentions	Broker Non-Votes
121,035,864	2,210,786	55,084	—

7.Approve the creation of distributable reserves by reducing some or all of the Company's share premium:


Votes For	Votes Against	Abstentions	Broker Non-Votes
122,771,535	302,287	227,912	—

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/ Kyle L. Hanson

Dated:

May 10, 2023

Kyle L. Hanson

Executive Vice President, General Counsel and Secretary