8-K

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):

August 6, 2024

_______________________________________________

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.)

The Sharp Building, Hogan Place, Dublin 2, Ireland D02 TY74

+353 1 7094000

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, 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))

Securities Registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, €0.001 par value	PRGO	New York Stock Exchange
3.900% Notes due 2024	PRGO24	New York Stock Exchange
4.375% Notes due 2026	PRGO26	New York Stock Exchange
4.900% Notes due 2030	PRGO30	New York Stock Exchange
5.300% Notes due 2043	PRGO43	New York Stock Exchange
4.900% Notes due 2044	PRGO44	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

ITEM 7.01    Regulation FD Disclosure

On August 6, 2024, Perrigo Company plc (“Perrigo” or the “Company”) initiated a voluntary recall at the retailer and warehouse level of three lots within one batch, or 16,500 cans, of store brand Premium Infant Formula with Iron Milk-Based Powder sold at H-E-B Grocery Company and CVS. The product being recalled shipped to CVS between February 6-11, 2024, and to H-E-B between February 2, 2024 – May 13, 2024. No other products or retailers are impacted by this recall.

The financial cost associated with this recall is not expected to be material and has no impact on the Fiscal Year 2024 Outlook provided by Perrigo on August 2, 2024.

On August 8, 2024, the Company issued a press release with additional information about the voluntary recall. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as may be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K includes certain “forward-looking statements” within the meaning of the Private Litigation Securities Reform Act of 1995, as amended. Forward-looking statements relate to future events, including the expected financial impact and costs of the recall, and involve known and unknown risks, uncertainties and other factors — many of which beyond the Company’s control — that may cause the actual results, performance or achievements of the Company to be materially different from its current expectations, assumptions, estimates and projections. Interested persons are urged to consult the Company’s filings with the United States Securities and Exchange Commission, available at https://investor.perrigo.com/sec-filings, for a discussion of the Company’s business and financial condition and certain material trends, risks, uncertainties and other factors relating thereto, including those discussed under “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2023.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release issued by Perrigo Company plc on August 8, 2024 furnished solely pursuant to Item 7.01 of Form 8-K.
104	Cover Page Interactive Data file (embedded within the Inline XBRL document)

SIGNATURES

    Pursuant to the requirements 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.

		(Registrant)
		PERRIGO COMPANY PLC
		By:	/s/ Todd W. Kingma
Dated:	August 8, 2024		Todd W. Kingma
			Executive Vice President, General Counsel and Secretary

EX-99.1

1 Perrigo Issues Voluntary Recall of One Batch of Premium Infant Formula with Iron Milk- Based Powder Due to Elevated Levels of Vitamin D Perrigo Consumer Affairs Contact Information: 1-800-538-9543 Dublin, Ireland and Allegan, MI – August 8, 2024 – Perrigo Company plc is issuing a voluntary recall at the retailer and warehouse level of three lots within one batch, or 16,500 cans, of store brand Premium Infant Formula with Iron Milk-Based Powder due to levels of Vitamin D above the maximum level permitted. The recalled product was shipped to H-E-B Grocery Company, LP in TX ; and CVS in the following states: TX, FL, CA, SC, VA, IN, TN, NJ, MI, PA, RI, MO. No other products or retailers are impacted by this recall. The Company is initiating this voluntary recall in consultation with the U.S. Food and Drug Administration (FDA). There have been no reports of adverse events to date attributed to the elevated levels of Vitamin D in the product subject to this recall, which was determined through routine testing. For the vast majority of infants, short-term consumption of the affected lot codes is unlikely to cause adverse health implications. In a small subset of physiologically vulnerable infants (e.g., impaired renal function), there is the potential that consumption of the recalled product could result in health complications. Parents and caregivers who may have purchased the product should look for the lot codes below with “use by” dates, which can be found on the bottom of the package and should contact their health care provider if they have any concerns. Perrigo has taken immediate action by notifying H-E-B Grocery Company, LP and CVS directly and asking them to examine their retail and warehouse inventory and isolate the product. Product shipped to CVS beginning February 6, 2024, being recalled: T11LMYC – USE BY 11NOV2025 (Material: 975261, UPC: 050428318034) Product shipped to H-E-B Grocery Company, LP beginning February 2, 2024, being recalled: T11LMXC – USE BY 11NOV2025 T09LMXC – USE BY 09NOV2025 (Material: 788362, UPC: 041220164578)

2

3

4 No other lot codes are impacted by this recall. If infants experience any symptoms while using the product, report them to the FDA's MedWatch Adverse Event Reporting program online at www.fda.gov/medwatch/report.htm. Additionally, please contact your healthcare provider. Any questions or concerns regarding the recall or adverse events associated with these lot codes can be communicated to Perrigo Consumer Affairs at 1-800-538-9543, M-F from 8:00am-5:00pm EST.

XML

Cover Page	Aug. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 06, 2024
Entity Registrant Name	Perrigo Company plc
Entity File Number	001-36353
Entity Incorporation, State or Country Code	L2
Entity Address, Address Line One	The Sharp Building,
Entity Address, Address Line Two	Hogan Place,
Entity Address, City or Town	Dublin 2,
Entity Address, Country	IE
Entity Address, Postal Zip Code	D02 TY74
Country Region	353
City Area Code	1
Local Phone Number	7094000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001585364
Amendment Flag	false
Ordinary Shares, 0.001 Par Value
Cover [Abstract]
Title of 12(b) Security	Ordinary shares, €0.001 par value
Trading Symbol	PRGO
Security Exchange Name	NYSE
Entity Listings [Line Items]
Title of 12(b) Security	Ordinary shares, €0.001 par value
Trading Symbol	PRGO
Security Exchange Name	NYSE
3.9% senior note due 2024
Cover [Abstract]
Title of 12(b) Security	3.900% Notes due 2024
Trading Symbol	PRGO24
Security Exchange Name	NYSE
Entity Listings [Line Items]
Title of 12(b) Security	3.900% Notes due 2024
Trading Symbol	PRGO24
Security Exchange Name	NYSE
4.375% senior note due March 15, 2026
Cover [Abstract]
Title of 12(b) Security	4.375% Notes due 2026
Trading Symbol	PRGO26
Security Exchange Name	NYSE
Entity Listings [Line Items]
Title of 12(b) Security	4.375% Notes due 2026
Trading Symbol	PRGO26
Security Exchange Name	NYSE
3.13% senior note due 2030
Cover [Abstract]
Title of 12(b) Security	4.900% Notes due 2030
Trading Symbol	PRGO30
Security Exchange Name	NYSE
Entity Listings [Line Items]
Title of 12(b) Security	4.900% Notes due 2030
Trading Symbol	PRGO30
Security Exchange Name	NYSE
5.30% Unsecured Senior Notes du e November 15, 2043
Cover [Abstract]
Title of 12(b) Security	5.300% Notes due 2043
Trading Symbol	PRGO43
Security Exchange Name	NYSE
Entity Listings [Line Items]
Title of 12(b) Security	5.300% Notes due 2043
Trading Symbol	PRGO43
Security Exchange Name	NYSE
4.9% Senior Loan due 2024
Cover [Abstract]
Title of 12(b) Security	4.900% Notes due 2044
Trading Symbol	PRGO44
Security Exchange Name	NYSE
Entity Listings [Line Items]
Title of 12(b) Security	4.900% Notes due 2044
Trading Symbol	PRGO44
Security Exchange Name	NYSE