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): October 29, 2012

Shire plc

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(Exact name of registrant as specified in its charter)

Jersey, Channel Islands

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(State or other jurisdiction of incorporation)

0-29630                                                  98-0601486

(Commission File Number)                (IRS Employer Identification No.)

5 Riverwalk, Citywest Business Campus, Dublin

24, Republic of Ireland

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(Address of principal executive offices)                              (Zip code)

Registrant's telephone number, including area code               +353 1 429 7700

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(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 (see General Instruction A.2.):

[  ]  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 October 25, 2012, Shire plc (“Shire”) issued a press release announcing the retirement of Angus Russell in 2013 and that Dr Fleming Ornskov would succeed him as Chief Executive Officer of Shire. A copy of the press release is attached hereto as Exhibit 99.01 which is incorporated by reference herein.

Retirement of Angus Russell

On October 25, 2012, Shire issued a press release announcing the retirement of Mr Russell in 2013.  That retirement is expected to take effect on April 30, 2013, at which time his successor will assume the position of Chief Executive Officer.

Appointment of Flemming Ornskov

Shire has announced the appointment of Flemming Ornskov, aged 54, as Chief Executive Officer Designate.  Dr Ornskov is expected to begin employment with Shire on January 2, 2013.  Upon the retirement of Mr Russell, Dr Ornskov will assume the position of Chief Executive Officer of Shire.  Dr Ornskov will be appointed to the Board of Directors of Shire upon his appointment as Chief Executive Officer Designate. 

Dr Ornskov is currently Chief Marketing Officer and Global Head, Strategic Marketing for General and Speciality Medicine at Bayer Healthcare AG.  Prior to that he was from 2008-2010 Global President, Pharmaceuticals and OTC at Bausch & Lomb Inc. and from 2006 to 2008 Chairman and then President and CEO of Lifecycle Pharma A/S. Further details concerning Dr Ornskov’s background are contained in the press release attached hereto as Exhibit 99.01 which is incorporated by reference herein.

Under his service contract Dr Ornskov will be entitled to annual base salary of $900,000 while he is Chief Executive Officer Designate and $1,200,000 when he becomes Chief Executive Officer.  This amount is inclusive of any directors’ fees payable to him, including for board duties performed by Dr Ornskov in the Republic of Ireland.  Base salary is reviewed annually.  Dr Ornskov is also eligible to earn an annual bonus under Shire’s Executive Annual Incentive Plan with a current target bonus level of 90% of his annual base salary and a maximum of 180% of base salary.  75% of any bonus is payable in cash and 25% in the form of deferred Shire stock.

If Dr Ornskov’s employment is terminated by Shire without cause or due to his retirement, death or disability he will be entitled to receive a prorated portion of the bonus he would have received had his employment not terminated, as determined by the Remuneration Committee of Shire’s Board of Directors.  On termination of employment in other circumstances the Remuneration Committee has a discretion as to payment of a bonus.

Dr Ornskov will be eligible to receive a replacement payment of up to $1,850,000.  $450,000 of the replacement payment is payable in cash on April 19, 2013 or once Dr Ornskov’s employment has commenced, whichever is later, subject to Dr Ornskov’s continued employment with Shire on the payment date.  The remaining $1,400,000 is to be awarded in Shire stock to be delivered on the second anniversary of the date of grant, subject to Dr Ornskov’s continued employment with Shire on the settlement date.  $1,000,000 of the replacement payment is intended to compensate Dr Ornskov for the sign-on bonus that Dr Ornskov forfeited in connection with his termination of employment from his prior employer and the remaining $850,000 is intended to compensate Dr Ornskov for annual bonus compensation forfeited by Dr Ornskov.

Dr Ornskov will be eligible for performance-based equity incentive awards, which may be granted to Dr Ornskov at such times and in such amounts as the Remuneration Committee may determine.  Following the commencement of his employment Shire will grant Dr Ornskov a replacement equity award with an expected value of $925,000, in accordance with the terms of Shire’s Portfolio Share Plan.  This will require achievement of performance goals and a minimum service period of 3 years.  

25% of the replacement equity award will be in the form of performance-based stock appreciation rights and the remaining 75% in the form of a performance share award.

In addition Dr Ornskov will be entitled to specified benefits as a senior executive of the Company.

Dr Ornskov’s employment may be terminated without cause by either Shire or Dr Ornskov giving 12 months’ notice to the other.  Following the giving of such notice Shire may accelerate the date of termination but, if it does so, it must pay Dr Ornskov’s base salary and pension contributions for the remainder of the notice period, and an amount determined at the discretion of the Remuneration Committee up to a maximum of Dr Ornskov’s target annual bonus for the unserved part of the notice period, and must provide the other benefits due to him for the notice period.  Dr Ornskov will be under a duty to seek an alternative remunerated position and if he obtains such a position, these payments from Shire will be reduced by the base monthly remuneration from that alternative position.

In addition, in the event that Dr Ornskov is terminated by Shire due to his inability to become authorized to work in the United States or Dr Ornskov terminates his employment due to Shire’s failure to appoint him to the position of Chief Executive Officer within six months after he commences employment with Shire, Dr Ornskov’s replacement equity award and the share portion of the replacement payment will become fully vested and settled shortly after such termination and the cash portion of the replacement payment, to the extent unpaid, will be paid shortly after such termination.

 Dr Ornskov is subject to confidentiality, non-competition and non-solicitation restrictive covenants.

Item 9.01.  Financial Statements and Exhibits

                  (d)  Exhibits.  The following exhibit is filed herewith:

99.01                      Press Release dated October 25, 2012

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.

SHIRE PLC
By:	/s/ A C Russell
	Name:Angus Russell
	Title:Chief Executive Officer

Dated: October 29, 2012

EXHIBIT INDEX
Number	Description
99.01	Press release dated October 25, 2012

EX-99.1

Press Release
www.shire.com

Dublin, Ireland – October 25, 2012 – The Board of Directors of Shire (LSE: SHP, NASDAQ: SHPG), announces the retirement in 2013 of Chief Executive Angus Russell after 13 years with the Company and 32 years in the pharmaceutical industry.

Flemming Ornskov MD, MBA, MPH will join the Shire Board as Chief Executive Designate on January 2, 2013 following completion of his notice period with his current employer.

There will then be a handover period of several months to ensure a smooth transition before Flemming becomes CEO on April 30, 2013; the date of the Shire Annual General Meeting.   As Chief Executive Designate, Flemming will spend time with all three Shire businesses and will have a special focus initially on the Specialty Pharmaceuticals business.  He will be based at Shire’s offices outside Philadelphia, USA, during this period.

Flemming joins from Bayer where, as Chief Marketing Officer and Global Head, Strategic Marketing for General and Specialty Medicine he oversees the full pharmaceutical product portfolio, with sales in excess of 10 billion Euros from global marketing units in Europe, China and the US.

Flemming Ornskov said:

“Shire stands out in the industry. I’m motivated and inspired by the Company’s vision and excited to bring the combination of my medical, multi-national and entrepreneurial business background to lead Shire to the next phase of its development.”

Shire Chairman Matthew Emmens said:

“Flemming is highly qualified for this role and brings diverse and deep expertise to Shire.  His pharmaceutical experience spans start-ups, equity and venture capital as well as mature global multi-nationals, in marketing roles and increasingly senior leadership positions.  He’s lived and worked in both Europe and the United States and had responsibility for businesses across Asia.  As an MD with most of his training in pediatrics, he brings important insight and understanding of patients needs.  This unique combination of skills and experience will bring an innovative outlook to Shire and help steer the Company toward continued growth.”

“The Board would like to thank Angus for his excellent leadership and impressive contributions over many years during which time Shire has grown to become an industry leading global company. Shire has a distinctive business model and is financially strong and has consistently executed on its growth strategy. Angus led the Company through a period of extraordinary growth and was instrumental in establishing a winning strategy and a powerful and compelling culture. We wish him and his family well in his retirement”

Angus Russell said:

“I’ve enjoyed every day of my time at Shire. I’m very pleased to have been a part of the growth story of this excellent company and to be leaving it in such great shape for further success.  I’m delighted to hand the leadership over to such a talented and visionary individual.  I’ll continue to watch the progress of this outstanding organisation in the years ahead.”

Registered in Jersey, No. 99854, 22 Grenville Street, St Helier, Jersey JE4 8PX

Further background on Flemming Ornskov

2010- present:   Bayer Chief Marketing Officer and Global Head, Strategic Marketing for General & Specialty Medicine (Berlin, Germany).

2008-10:  Global President, Pharmaceuticals and OTC Bausch & Lomb Inc (Rochester US).

2006-8:  Lifecycle Pharma A/S (Denmark) Chairman of the Board of Directors and stepped in as CEO to take the company through an IPO.

2005-6:  President and CEO of Ikaria Inc a privately owned biotech company in Seattle, USA, a majority stake of which was sold to a private equity firm. The company was then merged with Ino Therapeutics Inc.

Earlier in his pharmaceutical career he had roles of increasing responsibility at Merck & Co Inc and Novartis (where he first headed the US Cardiovascular and later the Global Ophthalmic Franchises and was a member of the Pharmaceutical Executive Committee), following a distinguished period in hospital and academic medicine.

Flemming qualified as a Doctor of Medicine at the University of Copenhagen Medical School and gained an MPH at Harvard University School of Public Health, Boston.  His early medical and academic career included roles in internal medicine, emergency medicine and pediatrics, as well as clinical decision sciences at medical schools and hospitals in Denmark and France.

He gained an MBA from the INSEAD business school in Fontainebleau, France.

He currently serves as non executive Chairman of the Board of Directors for biotechnology companies Santaris Pharma A/S and Evotec AG and is on the Board of Directors for PCI Biotech Holding ASA.

Fluent in four languages (Danish, English, French and German), Flemming is married with four children.

The search process

Shire began its search for a new President for its Specialty Pharmaceuticals business in April and in conducting this, sought a candidate who would, in due course, be a potential successor for the CEO.  A thorough process was led by Chairman Matthew Emmens and the Shire Nomination Committee.  Support was provided by an external search firm.

There is no further information that is required to be disclosed under 9.6.13R of the UK Listing Rules.

For further information please contact:

Investor Relations
Eric Rojas	erojas@shire.com	+1 781 482 0999
Sarah Elton-Farr	seltonfarr@shire.com	+44 1256 894157
Media
Jessica Mann	jmann@shire.com	+44 1256 894 280
Gwen Fisher	gfisher@shire.com	+1 484 595 9836
Jessica Cotrone	jcotrone@shire.com	+1 781 482 9538

Notes to editors

Shire enables people with life-altering conditions to lead better lives.

Through our deep understanding of patients’ needs, we develop and provide healthcare in the areas of:

· Behavioral Health and Gastro Intestinal conditions

· Rare Diseases

· Regenerative Medicine

as well as other symptomatic conditions treated by specialist physicians.

We aspire to imagine and lead the future of healthcare, creating value for patients, physicians, policymakers, payors and our shareholders.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements included herein that are not historical facts are forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event such risks or uncertainties materialize, the Company’s results could be materially adversely affected. The risks and uncertainties include, but are not limited to, risks associated with: the inherent uncertainty of research, development, approval, reimbursement, manufacturing and commercialization of the Company’s Specialty Pharmaceuticals, Human Genetic Therapies and Regenerative Medicine products, as well as the ability to secure new products for commercialization and/or development; government regulation of the Company’s products; the Company’s ability to manufacture its products in sufficient quantities to meet demand; the impact of competitive therapies on the Company’s products; the Company’s ability to register, maintain and enforce patents and other intellectual property rights relating to its products; the Company’s ability to obtain and maintain government and other third-party reimbursement for its products; and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission.