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): June 22, 2015
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.) | |
| Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland |
Not Applicable | |
| (Address of principal executive offices) | (Zip Code) | |
+353 1 7094000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, 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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 22, 2015, the Board of Directors of Perrigo Company plc (the “Company”) and the Remuneration Committee of the Board of Directors approved amendments to the performance measurement periods for the performance-based restricted stock unit (“PRSU”) awards related to the Company’s 2013 and 2014 PRSU awards (the “Amendments”) granted under the Company’s 2013 Long-Term Incentive Plan.
The Amendments change the remaining performance measurement periods on each of the 2013 and 2014 grants to align with the next two financial reporting periods of the Company under its previously disclosed change in fiscal year end from the Saturday ending on or about June 30 to December 31. As amended, the performance measurement periods are as follows:
| 2013 Grants |
Original Measurement Periods |
As Amended | ||
| Year One |
June 30, 2013 – June 28, 2014 | June 30, 2013 – June 28, 2014 | ||
| Year Two |
June 29, 2014 – June 27, 2015 | June 29, 2014 – June 27, 2015 | ||
| Year Three |
June 28, 2015 – June 25, 2016 | June 28, 2015 – December 31, 2015 | ||
| 2014 Grants |
||||
| Year One |
June 29, 2014 – June 27, 2015 | June 29, 2014 – June 27, 2015 | ||
| Year Two |
June 28, 2015 – June 25, 2016 | June 28, 2015 – December 31, 2015 | ||
| Year Three |
June 26, 2016 – July 1, 2017 | January 1, 2016 – December 31, 2016 | ||
The Amendments retain the original service requirement, such that the recipients must remain employed with the Company through the original vesting dates of the applicable grants. Forms of the Amendments are included as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Forms of Amendments to Performance-Based Restricted Stock Unit Award Agreements under the Perrigo Company plc 2013 Long-Term Incentive Plan. | |
SIGNATURE
Pursuant to the requirement 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.
| PERRIGO COMPANY PLC | ||||||
| (Registrant) | ||||||
| By: | /s/ Todd W. Kingma | |||||
| Dated: June 26, 2015 | Todd W. Kingma | |||||
| Executive Vice President, General Counsel | ||||||
| and Secretary | ||||||
Exhibit Index
| 99.1 | Forms of Amendments to Performance-Based Restricted Stock Unit Award Agreements under the Perrigo Company plc 2013 Long-Term Incentive Plan. | |
Exhibit 99.1
PERRIGO COMPANY PLC
RESTRICTED STOCK UNIT AWARD AGREEMENT
(PERFORMANCE-BASED)
(Under the Perrigo Company plc 2013 Long-Term Incentive Plan)
| TO: | «First_Name» «Last_Name» |
| RE: | Notice of Amendment to Restricted Stock Unit Award (Performance-Based) |
This is to notify you that Perrigo Company plc (the “Company”) has amended the Restricted Stock Unit Award granted to you under the Perrigo Company plc 2013 Long-Term Incentive Plan (the “Plan”) on , 2013 (the “Grant Date”). The Award consisted of performance-based restricted stock units, as described in your Restricted Stock Unit Award Agreement (the “Agreement”) for the Award.
Effective as of June 22, 2015, the Agreement has been amended as follows:
1. Each reference in the Agreement to the term “fiscal year” is replaced by the term “Measurement Period.”
2. The first paragraph of Section 1.2 is revised to read as follows:
The number of PRSUs awarded in Section 1.1 payable to you, if any, shall be determined as of the PRSU Vesting Date. That number will be determined based on the average level of attainment of the Performance Measure(s) for each Measurement Period in the Performance Period, in accordance with the schedule determined by the Committee at the time the Performance Measures and applicable Performance Goals are established by the Committee.
3. The fourth paragraph of Section 1.2 is amended by inserting the phrase “on or” immediately prior to the words “prior to the PRSU Vesting Date.”
4. Section 1.3(c) (“Performance Period”) is revised to read as follows:
(c) “Performance Period” means a period of three “Measurement Periods.” The first Measurement Period begins on June 30, 2013 and ends on June 28, 2014. The second Measurement Period begins on June 29, 2014 and ends on June 27, 2015. The third Measurement Period begins on June 28, 2015 and ends on December 31, 2015.
5. Section 1.3(d) (“PRSU Vesting Date”) is revised to read as follows:
(d) “PRSU Vesting Date” means June 25, 2016.
| (2013 U.S. Employee RSU Amd) | Page 1 of 2 |
6. Section 1.5 (“Settlement of Performance Restricted Stock Units”) is revised to read as follows:
1.5 Settlement of PRSUs. Provided the Committee has certified the average payout for each of the three Measurement Periods in the Performance Period and provided your Termination Date has not occurred on or prior to the PRSU Vesting Date, on or as soon as practicable following the PRSU Vesting Date and in no event later than the date set forth in Section 2.8, the Company shall transfer to you one share of Common Stock for each PRSU, if any, as determined pursuant to Section 1.2 or 1.4 of this Agreement (the date of any such transfer shall be the “settlement date” for purposes of this Agreement); provided, however, the Company may settle PRSUs in cash, based on the fair market value of the shares on the settlement date, to the extent necessary to satisfy tax withholding pursuant to Section 2.6. No fractional shares shall be transferred. Any fractional share shall be rounded to the nearest whole share. The income attributable to the vesting of PRSUs and the amount of any required tax withholding will be determined based on the value of the shares on the settlement date. PRSUs are not eligible for dividend equivalents.
****
We look forward to your continuing contribution to the growth of the Company.
| Very truly yours, | ||||
| «Name» | ||||
| «Title» | ||||
| (2013 U.S. Employee RSU Amd) | Page 2 of 2 |
PERRIGO COMPANY PLC
RESTRICTED STOCK UNIT AWARD AGREEMENT
(PERFORMANCE-BASED)
(Under the Perrigo Company plc 2013 Long-Term Incentive Plan)
| TO: | «First_Name» «Last_Name» |
| RE: | Notice of Amendment to Restricted Stock Unit Award (Performance-Based) |
This is to notify you that Perrigo Company plc (the “Company”) has amended the Restricted Stock Unit Award granted to you under the Perrigo Company plc 2013 Long-Term Incentive Plan (the “Plan”) on , 2014 (the “Grant Date”). The Award consisted of performance-based restricted stock units, as described in your Restricted Stock Unit Award Agreement (the “Agreement”) for the Award.
Effective as of June 22, 2015, the Agreement has been amended as follows:
1. Each reference in the Agreement to the term “fiscal year” is replaced by the term “Measurement Period.”
2. The first paragraph of Section 1.2 is revised to read as follows:
The number of PRSUs awarded in Section 1.1 payable to you, if any, shall be determined as of the PRSU Vesting Date. That number will be determined based on the average level of attainment of the Performance Measure(s) for each Measurement Period in the Performance Period, in accordance with the schedule determined by the Committee at the time the Performance Measures and applicable Performance Goals are established by the Committee.
3. The fourth paragraph of Section 1.2 is amended by inserting the phrase “on or” immediately prior to the words “prior to the PRSU Vesting Date.”
4. Section 1.3(c) (“Performance Period”) is revised to read as follows:
(c) “Performance Period” means a period of three “Measurement Periods.” The first Measurement Period begins on June 29, 2014 and ends on June 27, 2015. The second Measurement Period begins on June 28, 2015 and ends on December 31, 2015. The third Measurement Period begins on January 1, 2016 and ends on December 31, 2016.
5. Section 1.3(d) (“PRSU Vesting Date”) is revised to read as follows:
(d) “PRSU Vesting Date” means July 1, 2017.
| (2014 U.S. Employee RSU Amd) | Page 1 of 2 |
6. Section 1.5 (“Settlement of Performance Restricted Stock Units”) is revised to read as follows:
1.5 Settlement of PRSUs. Provided the Committee has certified the average payout for each of the three Measurement Periods in the Performance Period and provided your Termination Date has not occurred on or prior to the PRSU Vesting Date, on or as soon as practicable following the PRSU Vesting Date and in no event later than the date set forth in Section 2.8, the Company shall transfer to you one share of Common Stock for each PRSU, if any, as determined pursuant to Section 1.2 or 1.4 of this Agreement (the date of any such transfer shall be the “settlement date” for purposes of this Agreement); provided, however, the Company may settle PRSUs in cash, based on the fair market value of the shares on the settlement date, to the extent necessary to satisfy tax withholding pursuant to Section 2.6. No fractional shares shall be transferred. Any fractional share shall be rounded to the nearest whole share. The income attributable to the vesting of PRSUs and the amount of any required tax withholding will be determined based on the value of the shares on the settlement date. PRSUs are not eligible for dividend equivalents.
****
We look forward to your continuing contribution to the growth of the Company.
| Very truly yours, | ||||
| «Name» | ||||
| «Title» | ||||
| (2014 U.S. Employee RSU Amd) | Page 2 of 2 |