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. | |