S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

As Filed with the Securities and Exchange Commission on February 27, 2024

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PERRIGO COMPANY PLC

(Exact name of registrant as specified in its charter)

Ireland

Not Applicable

(State or other jurisdiction
of incorporation or organization)

(IRS Employer

Identification No.)

The Sharp Building, Hogan Place

Dublin 2, Ireland

Telephone: +353 1 7094000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

PERRIGO COMPANY PLC 2019 LONG-TERM INCENTIVE PLAN

(Full Title of the Plan)

Kyle L. Hanson

Executive Vice President, General Counsel and Company Secretary

Perrigo Company plc

515 Eastern Avenue

Allegan, Michigan 49010

Telephone: (269) 686-1941

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Marc A. Leaf

Faegre Drinker Biddle & Reath LLP

1177 6th Ave, 41st Floor

New York, NY 10036

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) relates to the registration of Ordinary Shares, nominal par value €0.001 per share, of the Company to be offered under (i) the Perrigo Company plc 2019 Long-Term Incentive Plan (the “2019 Plan”). The 2019 Plan was adopted as an amendment and restatement of the 2013 Long-Term Incentive Plan (the “2013 Plan”), which was adopted as an amendment and restatement of the 2008 Long-Term Incentive Plan (the “2008 Plan”), which was adopted as an amendment and restatement of the 2003 Long-Term Incentive Plan (the “2003 Plan”). The Company has earlier filed registration statements on Form S-8 (File No. 333-270089 and 333-261074) relating to the 2019 Plan as well as a Form S-8 (File No. 333-192946) relating to the 2013 Plan, the 2008 Plan, the 2003 Plan (the “Earlier Registration Statements”). Subject to Item 3 of Part II of this Registration Statement and except as modified or superseded herein, the contents of the Earlier Registration Statements are incorporated herein by reference. This Registration Statement is being filed by the Registrant to register the issuance of an additional 1,664,828 shares of Common Stock of the Registrant, which consist of ordinary shares that have become available for delivery with respect to awards under the 2019 Plan pursuant to the share counting, share recycling and other terms and conditions of the 2019 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits.

The following documents are filed or incorporated by reference as part of this Registration Statement.


Exhibit Number		Description of Exhibit

4.1		Certificate of Incorporation of Perrigo Company plc (formerly known as Perrigo Company Limited) (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed December 19, 2013) (File No. 333-192946).

4.2		Memorandum and Articles of Association of Perrigo Company plc, as amended and restated (incorporated by reference from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2017) (File No. 001-36353).

4.3		Perrigo Company plc 2019 Long-Term Incentive Plan (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 30, 2019) (File No. 001-36353).

4.4		Amendment No. 1 to Perrigo Company plc 2019 Long Term Incentive Plan (incorporated by reference from Annex A to the Company’s Definitive Proxy Statement filed on March 24, 2022) (File No. 001-36353).

4.5		Amendment No. 2 to the Perrigo Company plc 2019 Long-Term Incentive Plan, dated August 2, 2023 (incorporated by Reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2023) (File No. 001-36353).

4.6		Amendment No. 3 to the Perrigo Company plc 2019 Long-Term Incentive Plan, dated November 1, 2023 (incorporated by Reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2023) (File No. 001-36353).

5.1*		Opinion of A&L Goodbody


23.1*		Consent of Ernst & Young LLP, independent registered public accounting firm for Perrigo Company

23.3*		Consent of A&L Goodbody (included in Exhibit 5.1)

24.1*		Powers of Attorney (included as part of the signature page hereto)

107*		Filing Fee Table

*	Filed herewith.

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, Ireland, on February 27, 2024.


PERRIGO COMPANY PLC

By:		/s/ Kyle L. Hanson
		Kyle L. Hanson
		Executive Vice President, General Counsel and Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Patrick Lockwood-Taylor, Eduardo Bezerra and Kyle L. Hanson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated on February 27, 2024.


Signature		Title

/s/ Patrick Lockwoood-Taylor Patrick Lockwood-Taylor		Chief Executive Officer and President (Principal Executive Officer) and Director

/s/ Eduardo Bezerra Eduardo Bezerra		Chief Financial Officer and Executive Vice President (Principal Accounting and Financial Officer)

/s/ Orlando D. Ashford Orlando D. Ashford		Director, Chairman of the Board

/s/ Bradley A. Alford Bradley A. Alford		Director

/s/ Julia Brown Julia Brown		Director

/s/ Katherine Doyle Katherine Doyle		Director

/s/ Adriana Karaboutis Adriana Karaboutis		Director


/s/ Jeffery B. Kindler Jeffrey B. Kindler		Director

/s/ Erica L. Mann Erica L. Mann		Director

/s/ Albert A. Manzone Albert A. Manzone		Director

/s/ Donal O’Connor Donal O’Connor		Director

/s/ Geoffrey M. Parker Geoffrey M. Parker		Director