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 1, 2017
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 | - | |
| (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)) |
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 June 5, 2017, Perrigo Company plc (the “Parent”) announced the forthcoming retirement of John T. Hendrickson as the Chief Executive Officer of the Parent and the President of Perrigo Management Company, a Michigan corporation and a subsidiary of the Parent (the “Company”). Until such date as his successor commences employment, and for up to 60 days thereafter (at the discretion of such successor) (such date, the “Transition Date”), Mr. Hendrickson has agreed to continue to serve as Chief Executive Officer and a director of the Parent and as President of the Company and assist with a seamless transition. The Nominating & Governance Committee of the Parent’s Board of Directors, together with the Board’s Chairman, is leading the succession planning process and search for Mr. Hendrickson’s successor.
In connection with Mr. Hendrickson’s forthcoming retirement, the Parent, the Company and Mr. Hendrickson entered into an amendment, dated June 5, 2017 (the “Employment Agreement Amendment”), to Mr. Hendrickson’s employment agreement, effective as of August 3, 2016 (the “Employment Agreement”), which provides that if Mr. Hendrickson remains employed through the Transition Date, he will be deemed to have been terminated without cause and he will receive the separation payments and benefits to which he is entitled pursuant to Section 5(a) of his Employment Agreement; provided, however, that any then-outstanding equity awards will be treated pursuant to the provisions for “Retirement” (as defined in the applicable equity incentive plans and award agreements).
The foregoing summary of the Employment Agreement Amendment is qualified in its entirety by the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Certain statements in this Current Report on Form 8-K are “forward-looking statements.” These statements relate to future events or the Parent’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 Parent 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,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or the negative of those terms or other comparable terminology. The Parent has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Parent 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 Parent’s control, including: the timing, amount and cost of any share repurchases; 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 we do; pricing pressures from customers and consumers; potential third-party claims and litigation, including litigation relating to our restatement of previously-filed financial information; potential impacts of ongoing or future government investigations and regulatory initiatives; general economic conditions; fluctuations in currency exchange rates and interest rates; the consummation of announced acquisitions or dispositions, and our ability to realize the desired benefits thereof; our ability to achieve our guidance; our ability to execute and achieve the desired benefits of announced cost-reduction efforts and other initiatives; and the timing and expense to complete the announced tender offer for certain of our outstanding notes. In addition, the Parent may identify and be unable to remediate one or more material weaknesses in its internal control over financial reporting. Furthermore, the Parent and/or its subsidiaries may incur additional tax liabilities in respect of 2016 and prior years as a result of any restatement or may be found to have breached certain provisions of Irish company legislation in respect of prior financial statements and if so may incur additional expenses and penalties. These and other important factors, including those discussed under “Risk Factors” in the Parent’s Form 10-K for the year ended December 31, 2016, as well as the Parent’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 Current Report on Form 8-K are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Parent disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 8.01. | Other Events. |
A copy of the press release issued by the Parent on June 5, 2017 relating to the management change described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 | Amendment No. 1 to Employment Agreement, effective as of June 5, 2017, made by and among Perrigo Company plc, Perrigo Management Company and John T. Hendrickson. | |
| 99.1 | Press release issued by Perrigo Company plc on June 5, 2017. | |
SIGNATURE
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: June 5, 2017 | Todd W. Kingma | |||||
| Executive Vice President, General Counsel and Secretary | ||||||
Exhibit Index
| 10.1 | Amendment No. 1 to Employment Agreement, effective as of June 5, 2017, made by and among Perrigo Company plc, Perrigo Management Company and John T. Hendrickson. | |
| 99.1 | Press release issued by Perrigo Company plc on June 5, 2017. | |
Exhibit 10.1
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
The Employment Agreement made and entered into effective August 3, 2016 (the “Agreement”), by and among Perrigo Company plc, a public limited company incorporated in Ireland (“Parent”), Perrigo Management Company, a Michigan corporation and a subsidiary of Parent (the “Company”), and John T. Hendrickson (“Executive”) is hereby amended by this Amendment No. 1, effective as of June 5, 2017 (this “Amendment”).
WHEREAS, Parent, the Company, and Executive desire to amend the Agreement in order to provide for the orderly transition of Executive to his successor as Chief Executive Officer of Parent and President of the Company upon the appointment of the Executive’s successor;
NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged, Executive, Parent, and the Company agree as follows:
| 1. | Paragraph 1 of the Agreement (“Employment Period”) is amended and restated in its entirety, as follows: |
“1. Employment Period. The Company agrees to employ Executive, and Executive agrees to serve the Company and its Affiliates (as defined below), subject to the terms and conditions of this Agreement, for the period (the “Employment Period”) commencing on the Effective Date and ending on the earlier of (i) the termination of Executive’s employment with Parent and its subsidiaries pursuant to Section 4, and (ii) the 60th day following the date upon which a successor Chief Executive Officer, appointed by Parent (the “Successor”), commences employment (or such earlier date as may be determined by the Successor) (such date described in this clause (ii), the “Transition Date”). Provided Executive remains employed through the Transition Date or is earlier terminated by the Company other than for Cause, then upon the Transition Date (or such earlier termination date as the Successor may determine), (x) Executive shall be deemed to have resigned, without any further action by Executive, from any and all positions that Executive held with Parent, the Company, and any of their respective Affiliates immediately prior to the Transition Date; provided that if the foregoing is deemed insufficient to effectuate such resignations, Executive will undertake any and all action necessary and required for such effectuation, as set forth in Section 4(f), and (y) subject to Executive’s execution within 50 days following the Date of Termination, and non-revocation, of a release of claims in the form attached as Exhibit A (1) Executive shall be entitled to receive, and the Company will be required to provide, the payments and benefits described in Section 5(a), and (2) notwithstanding anything in this Agreement to the contrary (including Section 5(a)(vi)), Executive’s termination shall be treated as a “Retirement” (rather than an “Involuntary Termination for Economic Reasons”) for the purposes of all of Executive’s then-outstanding equity incentive awards. For purposes of this Agreement, the term “Affiliate” means an entity controlled by, controlling or under common control with Parent or the Company (for the avoidance of doubt, the Company is an Affiliate of Parent and vice versa).”
| 2. | Paragraph 4(e) of the Agreement (“Date of Termination”) is amended and restated in its entirety, as follows: |
“(e) Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated by Parent or the Company with or without Cause, by Executive with or without Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 days following such notice (except that in the case of a termination by Executive without Good Reason, Parent or the Company may in its sole discretion change any such later date to a date of its choosing between the date of such receipt and such later date), or (ii) if Executive’s employment terminated on the Transition Date pursuant to Section 1, the Transition Date, or (iii) if Executive’s employment is terminated by reason of death or Disability, the date of death of Executive or the Disability Effective Date, as the case may be.”
| 3. | This Amendment may be executed in counterparts and each counterpart will be deemed an original. |
| 4. | Except as expressly provided herein, the Agreement shall remain unaltered and of full force and effect. |
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties as of the date written above.
| EXECUTIVE | ||||||
| /s/ John T. Hendrickson | ||||||
| Name: John T. Hendrickson | ||||||
| Title: Chief Executive Officer, Perrigo | ||||||
| Company plc; President, Perrigo Management Company | ||||||
| PARENT | ||||||
| /s/ Laurie Brlas | ||||||
| Name: Laurie Brlas | ||||||
| Title: Chairman | ||||||
| COMPANY | ||||||
| /s/ Todd W. Kingma | ||||||
| Name: Todd W. Kingma | ||||||
| Title: Executive Vice President and Secretary | ||||||
Exhibit 99.1
PERRIGO ANNOUNCES FORTHCOMING RETIREMENT OF CEO JOHN HENDRICKSON
Dublin, Ireland—June 5, 2017—Perrigo Company plc (NYSE; TASE: PRGO), a leading global provider of Quality Affordable Healthcare Products®, today announced the forthcoming retirement of Chief Executive Officer John T. Hendrickson. A search committee of the Board of Directors has been created and will begin conducting a thorough process to identify Mr. Hendrickson’s replacement.
Mr. Hendrickson will remain with the Company until his replacement is appointed, as well as up to 60 days following to ensure a smooth and successful transition. Mr. Hendrickson will continue to stand for election to Perrigo’s Board of Directors at the Company’s Annual General Meeting on July 20, 2017 and will step down from the Board upon the appointment of a new Chief Executive Officer.
John T. Hendrickson, Chief Executive Officer of Perrigo, stated, “My decision to retire this year has not been an easy one, but now is the right time for me to make this change personally and professionally. I am privileged to have led Perrigo, particularly as we’ve met the challenges we faced and stabilized the business in a time of transition. I am extraordinarily proud of what we have accomplished since I joined the Company in 1989. I am confident the Company will successfully execute on our strategic plan to return to consolidated growth in 2018 and to advance our commitment to providing Quality Affordable Healthcare Products® to customers and consumers around the world. I look forward to continuing to work alongside our tremendous leadership team until we’ve successfully transitioned to my successor.”
Laurie Brlas, Chairman of the Perrigo Board of Directors, commented, “The Board is grateful to John for his 25+ years of service to the Company and we look forward to partnering with him to continue on the outstanding progress of the past year while we work to identify his successor. John has taken meaningful action across all areas of our business: including (1) making significant organizational improvements, from Rx forecasting to implementing our cost optimization plan; (2) enhancing leadership across our organization; (3) focusing our Consumer Healthcare International business and improving margins; and (4) overseeing our strategic portfolio review, including the divestiture of several non-core assets. This dedication and focus on operational excellence has set Perrigo on a strong trajectory, as evidenced by our positive results in our first quarter. The Board and I have no doubt about the strength of Perrigo’s business and that we will carry this momentum forward over the next few months of John’s leadership and beyond under a new executive. We will retain an executive search firm to support our thorough search for Perrigo’s next leader who can continue to build on our upward trajectory.”
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About Perrigo
Perrigo Company plc, a leading global healthcare company, delivers value to its customers and consumers by providing Quality Affordable Healthcare Products®. Founded in 1887 as a packager of home remedies, Perrigo has built a unique business model that is best described as the convergence of a fast-moving consumer goods company, a high-quality pharmaceutical manufacturing organization and a world-class supply chain network. Perrigo is the world’s largest manufacturer of over-the-counter (“OTC”) healthcare products and supplier of infant formulas for the store brand market. The Company also is a leading provider of branded OTC products throughout Europe and the U.S., as well as a leading producer of “extended topical” prescription drugs. Perrigo, headquartered in Ireland, sells its products primarily in North America, Europe and Australia, as well as in other markets, including Australia, Israel and China. Visit Perrigo online at (http://www.perrigo.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,” “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 timing, amount and cost of any share repurchases; 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 we do; pricing pressures from customers and consumers; potential third-party claims and litigation, including litigation relating to our restatement of previously-filed financial information; potential impacts of ongoing or future government investigations and regulatory initiatives; general economic conditions; fluctuations in currency exchange rates and interest rates; the consummation of announced acquisitions or dispositions, and our ability to realize the desired benefits thereof; our ability to achieve our guidance; our ability to execute and achieve the desired benefits of announced cost-reduction efforts and other initiatives; and the timing and expense to complete the announced tender offer for certain of our outstanding notes. In addition, the Company may identify and be unable to remediate one or more material weaknesses in its internal control over financial reporting. Furthermore, the Company and/or its subsidiaries may incur additional tax liabilities in respect of 2016 and prior years as a result of any restatement or may be found to have breached certain provisions of Irish company legislation in respect of prior financial statements and if so may incur additional expenses and penalties. These and other important factors, including those discussed under “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2016, 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.
SOURCE Perrigo Company plc
For further information: Bradley Joseph, 269-686-3373, bradley.joseph@perrigo.com