DEF 14A: Perrigo Sets Date for 2024 Annual General Meeting, Outlines Key Proposals

Perrigo Company plc will hold its 2024 Annual General Meeting on May 2, 2024, to vote on the election of directors, ratification of the auditor, executive compensation, and renewal of the Board's authority to issue shares.

Summary

• Perrigo Company plc will hold its 2024 Annual General Meeting (AGM) on May 2, 2024, in Dublin, Ireland.
• Shareholders will vote on several key proposals, including the election of ten director nominees, ratification of Ernst & Young LLP as the independent auditor, and advisory approval of executive compensation.
• The Board is also seeking to renew its authority to issue shares and opt-out of statutory pre-emption rights under Irish law.
• The meeting will include a review of the Company's Irish Statutory Financial Statements for the fiscal year ended December 31, 2023.
• Shareholders of record as of March 4, 2024, are eligible to vote.
• The company encourages shareholders to vote by proxy in advance of the AGM.
• The proxy statement, Annual Report on Form 10-K, and Irish Statutory Financial Statements for the fiscal year ended December 31, 2023, are available online at www.proxydocs.com/PRGO.
• Perrigo achieved record net sales of $4.7 billion in 2023, a 5% increase compared to the prior year.
• Adjusted earnings per share increased $0.51 to $2.58, a 25% increase compared to the prior year.

Sentiment

Score: 7

Explanation: The document presents a generally positive outlook with strong financial results, strategic advancements, and shareholder-friendly actions like dividend increases. However, there are some challenges and risks mentioned, such as regulatory impacts and the need for continued improvement in certain areas.

Positives

• Perrigo achieved record net sales of $4.7 billion in 2023, a 5% increase compared to the prior year.
• Adjusted gross profit increased $196 million to $1.8 billion, higher by 12% compared to the prior year.
• Adjusted operating income increased $82 million to $0.6 billion, higher by 17% compared to the prior year.
• Adjusted earnings per share increased $0.51 to $2.58, an increase of 25% compared to the prior year.
• Perrigo e-commerce net sales increased 22% compared to the prior year.
• The company reduced solid waste by over 452 metric tons.
• Perrigo has increased its quarterly dividend to $0.273 per share, or $1.09 per share on an annual basis, a 5% increase from the prior year, marking the 20th consecutive year Perrigo has increased its dividend.

Negatives

• The evolving U.S. regulatory environment within the infant formula industry impacted Perrigo's infant formula business during the year.
• At the 2023 AGM, our shareholders approved our executive compensation, with 67.2% of the votes cast voting in favor of the say-on-pay proposal, a decline relative to the prior year.

Risks

• The document mentions the evolving U.S. regulatory environment within the infant formula industry as a factor impacting the business.
• The document mentions cybersecurity and information security risk as critical components of the risk management program.

Future Outlook

The company launched a three-year plan, including 2025 financial targets, at the Company's Investor Day.

Industry Context

The document highlights Perrigo's transformation into a pure-play consumer self-care company, aligning with the broader industry trend of focusing on consumer health and wellness.

Comparison to Industry Standards

• The document mentions a peer group of companies used for executive compensation benchmarking, including Bausch Health, Campbell Soup, Church & Dwight Co., Inc., Clorox, Colgate-Palmolive, Coty, Edgewell Personal Care, Endo International, Estee Lauder, Hain Celestial, Helen of Troy, Kimberly-Clark, McCormick & Co., Nu Skin Enterprises, Post Holdings, Prestige Consumer Healthcare, Inc., Reckitt Benckiser Group plc, Revlon, Spectrum Brands Holdings, Inc and TreeHouse Foods, Inc.
• The document mentions the TCC approved an update to the Peer Group that will be used to inform the TCCs decisions for fiscal year 2024 executive compensation, adding Haleon, Herbalife and Kenvue who specialize in self-care products and are better aligned to Perrigo and removing Colgate-Palmolive, Kimberly Clarke, and Estee Lauder from our peer group.

Management Changes

Stakeholder Impact

• Shareholders: Impacted by the election of directors, executive compensation decisions, and the company's overall financial performance.
• Employees: Impacted by executive compensation decisions, talent management programs, and the company's commitment to diversity, equity, and inclusion.
• Customers: Impacted by the company's focus on delivering consumer-preferred brands and innovation.
• Suppliers: Impacted by the company's supply chain reinvention program and ethical standards.
• Creditors: Impacted by the company's financial performance and ability to meet its obligations.

Next Steps

• Shareholders to vote on proposals at the Annual General Meeting on May 2, 2024.
• The Board to implement decisions based on shareholder votes.
• The company to continue executing its three-year plan and strategic initiatives.

Key Dates

Keywords

Annual General Meeting, Executive Compensation, Board of Directors, Shareholders, Corporate Governance, Perrigo