UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1 to 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 24, 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.):
☐ | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Explanatory Note
Shire plc (“Shire”) hereby amends the Current Report on Form 8-K filed by Shire on November 24, 2017 in order to include further detail on certain compensatory arrangements for Thomas Dittrich that are required by Item 5.02(c) of Form 8-K . Except as described above and below, all other information in Shire’s Form 8-K filed on November 24, 2017 remains unchanged.
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 announced that Thomas Dittrich (54) will join Shire as Chief Financial Officer (“CFO”) of Shire. Mr. Dittrich will receive an annual equity grant on May 1, 2018 under Shire’s Long Term Incentive Plan (“LTIP”), with a maximum face value of 357% of his annual base salary, subject to customary terms applicable to members of the Executive Committee. The award will comprise 100% Performance Share Units (PSUs) and will vest after three years subject to the Company’s 2018 performance conditions being satisfied, with no consideration payable. An additional two year post vesting holding period will also apply.
In addition, Mr. Dittrich will be granted a replacement equity award to compensate him for partial forfeiture of his 2016 LTIP award from his previous employment. The replacement equity award was granted on March 29, 2018, with a maximum face value of CHF 333,333. The award will comprise 100% PSUs and will vest after three years subject to the Company’s 2018 performance conditions being satisfied, with no consideration payable. No other replacement awards or payments will be made to Mr. Dittrich.
Item 9.01. Financial Statements and Exhibits
(d) | Exhibits. The following exhibit is filed herewith: |
99.1 Press Release dated April 3, 2018
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release dated April 3, 2018 |
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: April 3, 2018
Exhibit 99.1
Press Release | ![]() |
www.shire.com
Director/PDMR Shareholding
April 3, 2018 – Shire plc (LSE: SHP, NASDAQ: SHPG)
Notification of transactions by person discharging managerial responsibilities
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated them (“PCA”) | ||
a) | Name | Thomas Dittrich | |
2. | Reason for the notification | ||
a) | Position / status | Chief Financial Officer (PDMR) – appointed on March 19, 2018. | |
b) | Initial notification / amendment | Initial notification | |
3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Shire plc | |
b) | LEI | 54930005LQRLI2UXRQ59 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument |
Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”)
| |
Identification code | ISIN: JE00B2QKY057 | ||
b) | Nature of the transaction | Receipt of Performance Stock Units (“PSUs”) in respect of notional Ordinary Shares awarded under the Shire Long Term Incentive Plan 2015. The award was granted in accordance with the terms of Mr. Dittrich’s employment agreement to compensate for equity awards forfeited in connection with the termination of his prior employment. Subject to applicable performance conditions and continued service, the PSUs will vest on March 29, 2021. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
£0 | 7,584 | ||
d) |
Aggregated information - Aggregated volume - Price |
N/A (single transaction) | |
e) | Date of the transaction | March 29, 2018 | |
f) | Place of the transaction | N/A |
Oliver Strawbridge
Senior Assistant Company Secretary
For further information please contact:
Investor Relations | ||
Christoph Brackmann | christoph.brackmann@shire.com | +41 795 432 359 |
Robert Coates | rcoates@shire.com | +44 203 549 0874 |
Sun Kim | sun.kim@shire.com | +1 617 588 8175 |
Media | ||
Katie Joyce | kjoyce@shire.com | +1 781 482 2779 |
NOTES TO EDITORS
About Shire
Shire is the global leader in serving patients with rare diseases. We strive to develop best-in-class therapies across a core of rare disease areas including hematology, immunology, genetic diseases, neuroscience, and internal medicine with growing therapeutic areas in ophthalmics and oncology. Our diversified capabilities enable us to reach patients in more than 100 countries who are struggling to live their lives to the fullest.
We feel a strong sense of urgency to address unmet medical needs and work tirelessly to improve people’s lives with medicines that have a meaningful impact on patients and all who support them on their journey.
www.shire.com