Perrigo Co plc Files Definitive Proxy Statement (DEF 14A)

Ticker: PRGO · Form: DEF 14A · Filed: Mar 22, 2024 · CIK: 1585364

Perrigo Co PLC DEF 14A Filing Summary
FieldDetail
CompanyPerrigo Co PLC (PRGO)
Form TypeDEF 14A
Filed DateMar 22, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$30 million, $55 million, $43 million, $300 million, $200 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Perrigo, Proxy Statement, Executive Compensation, Shareholder Meeting

TL;DR

<b>Perrigo Co plc has filed its Definitive Proxy Statement (DEF 14A) for the fiscal year ending December 31, 2023.</b>

AI Summary

PERRIGO Co plc (PRGO) filed a Proxy Statement (DEF 14A) with the SEC on March 22, 2024. Perrigo Co plc filed a DEF 14A form on March 22, 2024. The filing pertains to the fiscal year ending December 31, 2023. The company's principal executive offices are located in Dublin, Ireland. The filing includes details on executive compensation and equity awards. Perrigo Co plc is in the Pharmaceutical Preparations industry (SIC 2834).

Why It Matters

For investors and stakeholders tracking PERRIGO Co plc, this filing contains several important signals. This filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions at the upcoming annual meeting. The DEF 14A provides detailed information on equity grants, vesting conditions, and changes in fair value, which can impact shareholder value and corporate governance.

Risk Assessment

Risk Level: low — PERRIGO Co plc shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the executive compensation details and any proposals presented to make informed voting decisions.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Conformed Period of Report)
  • 2024-03-22 — Filing Date (Conformed Submission Type)
  • 101 — Public Document Count (Conformed Submission Type)
  • 2834 — Standard Industrial Classification (Pharmaceutical Preparations)

Key Players & Entities

  • PERRIGO Co plc (company) — Filer
  • 0000950170-24-035264 (other) — Accession Number
  • 20240322 (date) — Filing Date
  • 20240502 (date) — Period of Report
  • 0001585364 (company) — Central Index Key
  • 2834 (industry) — Standard Industrial Classification
  • Dublin (location) — City
  • 269-673-8451 (phone) — Business Phone

FAQ

When did PERRIGO Co plc file this DEF 14A?

PERRIGO Co plc filed this Proxy Statement (DEF 14A) with the SEC on March 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by PERRIGO Co plc (PRGO).

Where can I read the original DEF 14A filing from PERRIGO Co plc?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by PERRIGO Co plc.

What are the key takeaways from PERRIGO Co plc's DEF 14A?

PERRIGO Co plc filed this DEF 14A on March 22, 2024. Key takeaways: Perrigo Co plc filed a DEF 14A form on March 22, 2024.. The filing pertains to the fiscal year ending December 31, 2023.. The company's principal executive offices are located in Dublin, Ireland..

Is PERRIGO Co plc a risky investment based on this filing?

Based on this DEF 14A, PERRIGO Co plc presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

What should investors do after reading PERRIGO Co plc's DEF 14A?

Shareholders should review the executive compensation details and any proposals presented to make informed voting decisions. The overall sentiment from this filing is neutral.

How does PERRIGO Co plc compare to its industry peers?

Perrigo Co plc operates within the Pharmaceutical Preparations industry, focusing on consumer self-care products.

Are there regulatory concerns for PERRIGO Co plc?

As a publicly traded company, Perrigo Co plc is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

Industry Context

Perrigo Co plc operates within the Pharmaceutical Preparations industry, focusing on consumer self-care products.

Regulatory Implications

As a publicly traded company, Perrigo Co plc is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Review the executive compensation details provided in the filing.
  2. Understand the proposals to be voted on at the shareholder meeting.
  3. Assess the company's corporate governance practices as outlined in the proxy statement.

Key Dates

  • 2024-03-22: Filing Date — Filing of DEF 14A
  • 2024-05-02: Period of Report — Reporting period for the proxy statement
  • 2023-12-31: Fiscal Year End — End of the fiscal year covered by the filing

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for public companies and does not represent a change from previous filings in terms of its nature.

Filing Stats: 4,446 words · 18 min read · ~15 pages · Grade level 14.7 · Accepted 2024-03-22 14:22:03

Key Financial Figures

  • $30 million — Canadian Good Start Brands. Achieved $30 million in adjusted operating income synergies
  • $55 million — on track to fully capture an estimated $55 million by the end of 2024. Completed 21 dist
  • $43 million — Chain Reinvention program and achieved $43 million in net benefits during the year. Succ
  • $300 million — ing the year. Successfully refinanced $300 million of our December 2024 notes at a favorab
  • $200 million — ntial company exposure by approximately $200 million. Increased the Company's quarterly di
  • $0.273 — sed the Company's quarterly dividend to $0.273 per share, or $1.09 per share on an ann
  • $1.09 — rterly dividend to $0.273 per share, or $1.09 per share on an annual basis, a 5% incr
  • $4.7 b — ude: Reported net sales were a record $4.7 billion, an increase of $204 million, or
  • $204 m — e a record $4.7 billion, an increase of $204 million, or 5%, compared to the prior yea
  • $196 million — year. Adjusted gross profit increased $196 million to $1.8 billion, higher by 12% compared
  • $1.8 b — gross profit increased $196 million to $1.8 billion, higher by 12% compared to the pr
  • $82 million — . Adjusted operating income increased $82 million to $0.6 billion, higher by 17% compared
  • $0.6 b — erating income increased $82 million to $0.6 billion, higher by 17% compared to the pr
  • $0.51 — Adjusted earnings per share increased $0.51 to $2.58, an increase of 25% compared t
  • $2 — d earnings per share increased $0.51 to $2.58, an increase of 25% compared to the

Filing Documents

Executive Compensation

Executive Compensation 21 Compensation Discussion and Analysis Our Named Executive Officers for 202 3 22 2023 Say-on-Pay Voting Results 23 Best Compensation Governance and Practices 25 What Guides Our Executive Compensation Program 26 The Decision-Making Process 27 Annual Incentive Award Opportunities 28 2024 AIP Design 32 Long-Term Incentive Award Opportunities 33 LTIP and Pay-for-Performance 34 Currency-neutral Adjusted Operating Income used for PSUs (PSU OI) 34 Relative TSR PSUs ("rTSR PSUs") 36 Other Policies, Practices and Guidelines 37 Summary Compensation Table 41 Grants of Plan-Based Awards for 202 3 42 Outstanding Equity Awards at 2023 Year End 44 Option Exercises and Stock Vested in 2023 45 Non-Qualified Deferred Compensation in 2023 45 Potential Payments Upon Termination or Change in Control 47 Talent & Compensation Committee Report 54 Equity Compensation Plan Information 54 CEO Pay Ratio 55 Pay versus Performance 56 Audit Committee Report 61 Proposals to be Voted on: 1. Election of Directors 62 2. Ratification, in a Non-Binding Advisory Vote, of the Appointment of Ernst & Young LLP as the Company's Independent Auditor and Authorization, in a Binding Vote, of the Board of Directors, Acting Through the Audit Committee, to Fix the Remuneration of the Auditor 72 3. Advisory vote on the Company's executive compensation 73 4. Renew the Board's authority to issue shares under Irish law 74 5. Renew the Board's authority to opt-out of statutory pre-emption rights under Irish law 75 Presentation of Irish Statutory Financial Statements 77 Annual Report on Form 10-K 78 Questions and Answers and Voting Information 79 Exhibit A 83 The proxy statement, form of proxy and voting instructions are being mailed to shareholders starting on or about March 22, 2024. PERRIGO 2024 PROXY STATEMENT i Proxy Summary Proxy Summary Here are

Executive Compensation

Executive Compensation

Executive Compensation Principles

Executive Compensation Principles As a Consumer Self-Care market leader, the Company is focused on our new corporate vision, purpose statement and blueprint to build 'One Perrigo'. Our ability to successfully execute our business strategies will depend in large part on continuing to have the right executive leadership team to guide Perrigo and ensure the long-term success of the company. For this reason, our executive compensation program is designed to attract, inspire, and retain the highest level of executive talent. Further, our programs are structured to closely align with our business objectives and commitment to shareholder value creation by having the vast majority of our executives' compensation being at risk, not guaranteed, and linked to performance in order to be realized. What We Do What We Do Not Do Pay-for-Performance philosophy that emphasizes variable, at-risk, performance based, equitable pay Permit hedging or pledging of Perrigo stock Provide significant perquisites Directly align executive compensation with shareholder returns through long-term operational, financial, and share price performance Provide "single trigger" change in control cash severance benefits Provide excise tax gross-up on any change in control payments Mitigate risk by conducting independent annual risk assessments Incorporate plan design features that cap maximum level of payouts, use multiple performance metrics and include claw back provisions Have rigorous stock ownership guidelines Use an independent compensation consultant Regularly review annual share utilization and potential dilution from equity compensation plans vi PERRIGO 2024 PROXY STATEMENT Proxy Summary Program Design The primary elements of executive compensation consist of base salary, annual incentive and long-term equity incentive compensation. The vast majority (85% for our current CEO and 73%, on average, for our other Named Executive Officers or "NEOs") of our ong

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