Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously announced, on June 7, 2026, the Board appointed Albert A. Manzone as the Company’s Interim President and Chief Executive Officer. This Amendment No.…
Perrigo Company plc (NYSE: PRGO) is a leading provider of Consumer Self-Care Products and over-the-counter (OTC) health and wellness solutions that enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, on June 7, 2026, the Board appointed Albert A. Manzone as the Company’s Interim President and Chief Executive Officer. This Amendment No. 1 to Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by Perrigo Company plc (the “Company”) on June 8, 2026 (the “Original Form 8-K”), which disclosed, among other things, Mr. Manzone’s appointment. At the time of the filing of the Original Form 8-K, the compensatory arrangements relating to Mr. Manzone’s service as Interim President and Chief Executive Officer had not been definitively determined.
On July 3, 2026 the Company entered into an employment agreement with Mr. Manzone to be effective on such date, pursuant to which he is employed as Interim President and Chief Executive Officer (the “Employment Agreement”). The Employment Agreement has a fixed term of June 7, 2026 to December 31, 2026 (the “Fixed Term”), provided that, if a new President and CEO is not appointed by the Board by the end of the Fixed Term, the Company may continue Mr. Manzone’s employment on a month-to-month basis for up to 90 additional days at the same rate of pay until the date on which a new Chief Executive Officer is appointed (the “Potential Extended Fixed-Term”). The Employment Agreement provides that Mr. Manzone will be entitled to an annual base salary of $1,270,000 and, subject to performance of metrics approved by the board of directors, a one-time cash bonus of $250,000 on the expiry of the Fixed Term or termination of employment in connection with a change of control. Mr. Manzone will also receive a one-time special restricted stock unit equity grant with a grant-date fair value of $2,500,000 under the terms of the Perrigo Company plc 2026 Long-Term Incentive Plan, which will vest upon the earlier of (x) one year, (y) hiring of a permanent CEO or (z) termination of employment in connection with a change of control (as defined in the Perrigo Company plc 2026 Long-Term Incentive Plan). In the event a new Chief Executive Officer is appointed prior to the end of the Fixed Term, Mr. Manzone will receive full base salary and benefits for the Fixed Term and an alternative role for the remainder of all the Fixed Term; in the event a new Chief Executive Officer is appointed during the Potential Extended Fixed Term, Mr. Manzone will be entitled to salary and benefits to the actual termination date.
The foregoing summary of the Employment Agreement is qualified in its entirety by the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.