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): November 20, 2017

SHIRE PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands	0-29630	98-0601486
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Block 2, Miesian Plaza, 50-58 Baggot Street Lower, Dublin 2, Republic of Ireland
(Address of principal executive offices)

Registrant’s telephone number, including area code: +353 1 609 6000

(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.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

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. o

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On November 20, 2017, Shire plc (“Shire”) announced that Thomas Dittrich (53) will join Shire as Chief Financial Officer (“CFO”) of Shire. He will also become an Executive member of Shire’s Board of Directors (the “Board”) and a member of the Executive Committee. Mr. Dittrich will assume his roles at Shire in early 2018. Shire has issued the press release attached hereto as Exhibit 99.1 which is incorporated by reference herein.

Mr. Dittrich has served as CFO and a member of the Executive Committee at Sulzer AG (“Sulzer”), a publicly-listed, global industrial engineering and manufacturing company, since joining in August 2014. Mr. Dittrich served as Sulzer’s Chief Executive Officer ad interim between August 2015 and December 2015. Prior to joining Sulzer, Mr. Dittrich worked at Amgen Inc., serving as VP Corporate Controlling and Chief Accounting Officer from 2010 to 2014.

Under his service contract, Mr. Dittrich will be entitled to an annual base salary of CHF 750,000 (approximately US $756,000 at current exchange rates) while he is CFO of Shire. This amount is inclusive of any directors’ fees payable to him. Base salary is reviewed annually. Upon joining Shire, Mr. Dittrich will participate in Shire’s Swiss pension plan and receive certain additional benefits through Shire’s benefits plans. Mr. Dittrich is also eligible to earn an annual bonus under Shire’s Executive Annual Incentive Plan (or such other bonus plan that Shire may determine) with a current target bonus level of 80% of his annual base salary and a maximum of 160% of base salary. 75% of any bonus is payable in cash and 25% in the form of equity compensation pursuant to Shire’s Long Term Incentive Plan (“LTIP”). An annual equity grant will also be made to Mr. Dittrich following appointment under Shire’s LTIP, with a current target award level of 250% of his annual base salary, subject to customary terms applicable to members of the Executive Committee. These awards will normally vest after three years subject to any performance conditions being satisfied, with no consideration payable and have an additional two year holding period

To ensure long-term alignment between Shire’s executive directors and shareholders, Mr Dittrich will be expected, under the terms of Shire’s shareholding guidelines, to own shares in Shire equivalent to 300% of base salary within a five year period upon joining Shire. All shares beneficially owned or deferred under the Executive Annual Incentive plan count towards achieving these guidelines.

Mr. Dittrich’s employment may be terminated without cause by either Shire or Mr. Dittrich 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 Mr. Dittrich’s base salary for the remainder of the notice period, and must provide the other benefits due to him for the notice period. If Mr. Dittrich obtains an alternative remunerated position, these payments from Shire will be reduced by the monthly base remuneration from such alternative position. Mr. Dittrich is subject to confidentiality, non-competition, non-solicitation and intellectual property assignment restrictive covenants.

In addition, Mr Dittrich will be entitled to certain awards in recognition of the fact that he will forfeit bonus and long-term incentive awards granted to him by Sulzer, his current employer. In determining the quantum and structure of these awards, the Remuneration Committee was mindful of prevailing best practice and has sought to provide broadly equivalent value and replicate, as far as possible, the timing and performance requirements of remuneration foregone, in line with the Shire Directors’ Remuneration Policy. The awards will be a mixture of cash awards, Shire restricted stock unit awards with performance conditions and Shire performance share unit awards. The amount of the awards to be granted, and the amount of each award that will vest, is unavailable at this time and depends upon the performance, in part, of Sulzer and also, in part, of Shire during the relevant grant or vesting periods. Shire will file an amendment to this Form 8-K to report the amount of any awards once such amount is determined. Vesting of the awards will occur from 2018 through 2021.

Item 9.01. Financial Statements and Exhibits

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

99.1       Press Release dated November 20, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 20, 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.

Shire plc
By:	/s/ W R Mordan
	Name:	Bill Mordan
	Title:	Company Secretary

Date: November 24, 2017

EX-99.1

Exhibit 99.1

Press Release
www.shire.com

Shire to Appoint Thomas Dittrich as Chief Financial Officer and Member of the Board of Directors

November 20, 2017 - Shire plc (LSE: SHP, NASDAQ: SHPG), the global biotech leader in rare diseases, today announced that Thomas Dittrich will join the company as Chief Financial Officer, and become an Executive member of the Board of Directors and a member of the Executive Committee. Thomas will assume his roles at Shire in early 2018 following a transition period from his current employer.

“Thomas’s wealth of experience while leading the finance teams at numerous multinational companies, including Amgen for several years, will be a tremendous asset for Shire as we continue to execute as the leading global biotech focused on rare diseases,” said Dr. Flemming Ornskov, MD, MPH, Chief Executive Officer, Shire. “His unique financial skillset and results-oriented mentality make him the right person to lead Shire’s finance function.”

Thomas is currently Chief Financial Officer and a member of the Executive Committee at Sulzer Ltd, a publicly-listed, global industrial engineering and manufacturing company. He joined Sulzer in August 2014, serving as Chief Executive Officer ad interim between August 2015 and December 2015. At Sulzer, he was instrumental in designing the company’s transformation program and drove key upgrades to finance and IT functions, as well as to capital structure and resource allocation initiatives.

Prior to joining Sulzer, Thomas served as Vice President, Finance Corporate Planning and Chief Accounting Officer of Amgen Inc. between 2010 and 2014. Between 2006 and 2010, he was Vice President, Finance and Chief Financial Officer of Amgen International. Thomas also spent eight years with Dell where he held various finance and general manager roles. Earlier in his career, Thomas worked at Booz & Co and Helbing Management Consulting AG in operational and merger and acquisition roles, respectively.

“Thomas is a talented global executive who will bring to Shire a broad range of experiences from both inside and outside the pharmaceutical industry,” said Susan Kilsby, Chairman of the Board at Shire. “The Board and I look forward to working with him during this transformational time in the Company’s history.”

“I am thrilled to join Shire at such an exciting time in the Company’s evolution,” said Thomas Dittrich. “I look forward to working with the Board, the Executive Committee and the Finance organization as we build upon Shire’s strong fundamentals to drive future growth and shareholder value.”

For further information please contact:

Investor Relations
Ian Karp	ikarp@shire.com	+1 781 482 9018
Robert Coates	rcoates@shire.com	+44 203 549 0874
Media
Amy Ryan	aryan0@shire.com	+1 617 588 8687
Katie Joyce	kjoyce@shire.com	+1 781 482 2779

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

NOTES TO EDITORS

No further information is required to be disclosed pursuant to 9.6.13R of the UK Listing Rules.

About Shire

Shire is the leading global biotechnology company focused on serving people with rare diseases. We strive to develop best-in-class products, many of which are available in more than 100 countries, across core therapeutic areas including Immunology, Hereditary Angioedema, Hematology, Lysosomal Storage Disorders, Gastrointestinal / Internal Medicine / Endocrine, Ophthalmics, a growing franchise in Oncology, and Neuroscience.

Our employees come to work every day with a shared mission: to develop and deliver breakthrough therapies for the hundreds of millions of people in the world affected by rare diseases and other high-need conditions, and who lack effective therapies to live their lives to the fullest.

www.shire.com

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