UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Officers
On August 17, 2022, Mallinckrodt plc (“Mallinckrodt” or the “Company”) announced that Hugh M. O’Neill, Executive Vice President and Chief Commercial and Operations Officer, and Steven J. Romano, M.D., Executive Vice President and Chief Scientific Officer, will step down from their roles and depart Mallinckrodt in mid-September and at the beginning of December 2022, respectively (the “Departures”). The Departures will be treated as severance-qualifying terminations of employment for purposes of the employment agreements with each of Mr. O’Neill and Dr. Romano.
| Item 7.01. | Regulation FD Disclosure. |
On August 17, 2022, Mallinckrodt issued a press release announcing the Departures, along with certain other changes to the Company’s Executive Committee. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information contained in this Item 7.01, including Exhibit 99.1, shall be deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release, dated August 17, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MALLINCKRODT PLC | ||
| Dated: August 22, 2022 | By: | /s/ Mark Tyndall |
| Mark Tyndall | ||
| Executive Vice President, Chief Legal Officer & Corporate Secretary | ||
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Exhibit 99.1
News Release
Mallinckrodt plc Provides Update on Executive Committee
DUBLIN, Aug. 17, 2022 /PRNewswire/ -- Mallinckrodt plc (OTCMKTS: MNKPF) ("Mallinckrodt" or the "Company"), a global specialty pharmaceutical company, today provided an update on its Executive Committee. Reflective of Mallinckrodt's efforts to build on recent progress, stabilize the business and create a stronger company for the long term, the following leaders will serve on the Executive Committee and report directly to Siggi Olafsson, President and Chief Executive Officer, effective immediately unless otherwise noted:
| · | Bryan Reasons will continue to serve as EVP and Chief Financial Officer, with executive responsibility for the Company's global finance and IT functions. Mr. Reasons served as a key architect of Mallinckrodt's successful Chapter 11 restructuring and will continue to provide leadership in managing financial strategy and investor relations as the Company works to strengthen its financial position. |
| · | Henriette Nielsen has joined the Company as EVP and Chief Transformation Officer, replacing Ian Watkins who will depart in mid-September. In this newly created role, Ms. Nielsen will have executive responsibility for communications, human resources and employee-related functions at the Company, as well as a focus on further building out the Company's Environmental, Social and Governance (ESG) program. Most recently, she served as EVP of Business Operations at Hikma Pharmaceuticals. |
| · | Mark Tyndall, who currently serves as SVP and U.S. General Counsel, will assume the role of EVP and Chief Legal Officer & Corporate Secretary, replacing Mark Casey who will depart in mid-September. In this role, Mr. Tyndall will have executive responsibility for all legal functions and will serve as the Company's primary liaison to the Board of Directors. Additionally, he will continue to have responsibility for Mallinckrodt's Government Affairs and Patient Advocacy functions. |
| · | Jason Goodson, who currently serves as VP of Business Operations, will assume the new title of EVP and Head of Corporate Development with executive responsibility for overseeing corporate strategy, business development and business intelligence. |
| · | Kassie Harrold, who currently serves as SVP and Chief Compliance Officer, will assume the new title of EVP and Chief Compliance Officer. With Mallinckrodt's strong commitment to operating ethically and in a compliant and socially responsible manner, Ms. Harrold will continue to oversee the Company's global integrity and compliance program and the execution of its Corporate Integrity Agreement and the Specialty Generics Operating Injunction. |
| · | Stephen Welch, who currently serves as SVP and General Manager of Specialty Generics, will assume the role of EVP and Head of Specialty Generics and will continue to lead the Specialty Generics business. |
Hugh O'Neill, EVP and Chief Commercial and Operations Officer, will step down from his role and depart Mallinckrodt in mid-September, and Steven Romano, M.D., EVP and Chief Scientific Officer, will step down from his role and depart the organization at the beginning of December. In the interim, the Company is conducting a broad search for successors to lead the Commercial, Operations and Quality group and the Science & Technology group.
"Mallinckrodt is at an important inflection point, and the leaders of our go-forward Executive Committee will join me in guiding the business and further strengthening our focus on the patients we serve," said Mr. Olafsson. "We are building a more diverse leadership team that blends the deep bench of talent we have at Mallinckrodt with new, experienced leaders, including Henriette, who brings significant experience from a range of corporate functions and an impressive track record of enhancing operations at pharmaceutical companies. In all, I'm confident that we are establishing the right team to build on our strong foundation, advance our business objectives and empower all our team members to grow with our company and reach their full potential, positioning Mallinckrodt to succeed and achieve sustainable growth over time."
Mr. Olafsson continued, "I would like to express my gratitude to Mark, Hugh, Steve and Ian for their dedication and many contributions to Mallinckrodt. They are leaders who were instrumental in providing us a strong foundation from which we can build a Mallinckrodt that is even more productive, patient-centric and prosperous. All of us at Mallinckrodt wish them the best in their future endeavors and thank them for their years of service to the organization."
For full biographies of each member of the Executive Committee, please visit https://www.mallinckrodt.com/about/executive-committee/.
About Mallinckrodt
Mallinckrodt is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The Company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology, ophthalmology and oncology; immunotherapy and neonatal respiratory critical care therapies; analgesics; cultured skin substitutes and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. To learn more about Mallinckrodt, visit www.mallinckrodt.com.
Mallinckrodt uses its website as a channel of distribution of important company information, such as press releases, investor presentations and other financial information. It also uses its website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the U.S. Securities and Exchange Commission (SEC) disclosing the same information. Therefore, investors should look to the Investor Relations page of the website for important and time-critical information. Visitors to the website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the Investor Relations page of the website.
CAUTIONARY STATEMENTS RELATED TO FORWARD-LOOKING STATEMENTS
Statements in this document that are not strictly historical, including statements regarding Mallinckrodt's future financial condition and operating results, legal, economic, business, competitive and/or regulatory factors affecting Mallinckrodt's businesses, and any other statements regarding events or developments Mallinckrodt believes or anticipates will or may occur in the future, may be "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. The "Risk Factors" section of Mallinckrodt's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and other filings with the SEC identify and describe in more detail the risks and uncertainties to which Mallinckrodt's businesses are subject. The forward-looking statements made herein speak only as of the date hereof and Mallinckrodt does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.
CONTACTS
Investor Relations
Daniel J. Speciale
Global Corporate Controller and Chief Investor Relations Officer
314-302-6567
daniel.speciale@mnk.com
Derek Belz
Vice President, Investor Relations
314-654-3950
derek.belz@mnk.com
Media
Michael Freitag / Aaron Palash / Aura Reinhard
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Mallinckrodt, the "M" brand mark and the Mallinckrodt Pharmaceuticals logo are trademarks of a Mallinckrodt company. Other brands are trademarks of a Mallinckrodt company or their respective owners. © 2022 08/22.
SOURCE Mallinckrodt plc
Cover |
Aug. 17, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Aug. 17, 2022 |
| Entity File Number | 001-35803 |
| Entity Registrant Name | Mallinckrodt plc |
| Entity Central Index Key | 0001567892 |
| Entity Tax Identification Number | 98-1088325 |
| Entity Incorporation, State or Country Code | L2 |
| Entity Address, Address Line One | College Business & Technology Park |
| Entity Address, Address Line Two | Cruiserath |
| Entity Address, Address Line Three | Blanchardstown |
| Entity Address, City or Town | Dublin |
| Entity Address, Country | IE |
| Entity Address, Postal Zip Code | 15 |
| Country Region | 353 |
| City Area Code | 1 |
| Local Phone Number | 6960 000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |