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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):
June 25, 2025
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 |
Name of each exchange |
||
| Ordinary shares, €0.001 par value | PRGO | New York Stock Exchange | ||
| 4.900% Notes due 2030 | PRGO30 | New York Stock Exchange | ||
| 6.125% Notes due 2032 | PRGO32A | New York Stock Exchange | ||
| 5.375% Notes due 2032 | PRGO32B | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 25, 2025, Catherine “Triona” Schmelter and Perrigo Company plc (the “Company”) agreed to a mutual separation from the Company due to the elimination of her position effective June 30, 2025, such that Ms. Schmelter no longer serves as Executive Vice President (“EVP”) & President, Consumer Self-Care Americas of the Company and all relevant subsidiaries and affiliates.
In connection with her separation, the Company entered into a Waiver and Release Agreement with Ms. Schmelter on June 30, 2025 (the “Agreement”), pursuant to which Ms. Schmelter stepped down from her position as EVP & President, Consumer Self-Care Americas on June 30, 2025, and transitioned to an advisory role until October 31, 2025. The Agreement provides that, subject to her execution of a supplemental release of claims, Ms. Schmelter will receive the severance benefits that she is entitled to upon an involuntary termination without cause pursuant to the Perrigo Company plc U.S. Severance Policy, including one year of base salary, a prorated 2025 incentive bonus, one year of Company-paid COBRA benefits, career transition assistance, and two years continued vesting of outstanding equity awards, along with reimbursement of attorneys’ fees.
ITEM 7.01. Other Information
On July 1, 2025, the Company announced the appointment of Roberto Khoury as EVP and Chief Commercial Officer, effective immediately. Mr. Khoury previously held the role of EVP and President Consumer Self-Care International, which position was also eliminated. In his new role, Mr. Khoury will continue to report to Patrick Lockwood-Taylor.
On July 1, 2025, Perrigo issued a press release announcing Ms. Schmelter’s departure and Mr. Khoury’s appointment, a copy of which is attached hereto as Exhibit 99.1. Perrigo undertakes no obligation to update, supplement or amend the press release attached hereto as Exhibit 99.1.
The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
Description |
|
| 99.1 | Press Release issued by Perrigo Company plc on July 1, 2025 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/ Eduardo Bezerra |
|||||
| Dated: July 1, 2025 | Eduardo Bezerra | |||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Perrigo Announces Strategic Organizational Update to Drive Sustainable Growth and Performance
Company to Scale and Optimize Global Category-Led, Market Activation Growth Model
Roberto Khoury, EVP & President Consumer Self-Care International (CSCI), Appointed to New Position
of EVP & Chief Commercial Officer to Lead Global Market Activation
Triona Schmelter, EVP & President Consumer Self-Care Americas (CSCA), to Leave Organization
July 1, 2025 – Dublin, Ireland — Perrigo Company plc (NYSE: PRGO), a leading global provider of Consumer Self-Care Products, today announced that it is scaling and optimizing its proven growth model—anchored in global Category Leadership and Market Activation—across the organization to enhance agility, accelerate innovation, and drive long-term sustainable growth. This organizational alignment advances Perrigo’s multi-year Stabilize, Streamline and Strengthen (‘Three-S’) plan and reflects operational readiness across the Company.
“This is an important next step forward for Perrigo,” said Patrick Lockwood-Taylor, President and CEO. “By aligning our organization around global categories and empowering market activation, we are positioning Perrigo to drive long-term performance with deeper customer and consumer engagement. This move links the organization to our strategy of scaling more molecules, more efficiently, to more consumers across more markets. This alignment is not just about structure—it’s about performance, purpose and unlocking the full potential of our people and our portfolio.”
Key Highlights of Our Category-Led, Market Activation Growth Model:
| • | Streamlining for Long-Term Sustainable Growth: This alignment enhances speed, agility and scalability, while reducing bureaucracy. It enables Perrigo to serve more consumers across a broader range of price points. |
| • | Growth Model Already Delivering Strong Results: This is not a new direction. Perrigo has already realized measurable success with this model in its CSCI business and increasingly in its CSCA business, including accelerated regulatory milestones, digital activations and go-to-market strategies that have captured market opportunities and driven share gains. |
| • | Unlocking the Full Potential of Our Portfolio: This alignment is designed to unlock value from both brand and store brand portfolios, creating new opportunities for growth, innovation and efficiency. Perrigo is centralizing and enhancing its global brand-building capabilities to deliver self-care solutions that consumers want—powered by deep insights, preferred innovation and impactful marketing. Execution will be driven by market-empowered activation, commercial go-to-market excellence and strong customer relationships. |
| • | Aligning Leadership to Deliver Execution Excellence: To support this alignment, including category strategy execution, go-to-market excellence and global demand generation across all regions, Roberto Khoury has been appointed EVP and Chief Commercial Officer. Mr. Khoury has a strong track record of success leading Perrigo’s CSCI business and will play a key role in aligning commercial functions with the new global category model. Mr. Khoury will assume responsibility for operating results in both CSCI and CSCA and will partner closely with David Ball, EVP and Chief Brand and Digital Officer, who is responsible for global category leadership. |
| • | Financial Guidance Unchanged: This alignment does not impact our full-year 2025 adjusted EPS guidance or reporting segments. |
As part of this alignment, the roles of EVP and President CSCI and EVP and President CSCA will be discontinued. Triona Schmelter will depart the organization and be available on a consultative basis until October 31, 2025. Perrigo extends its sincere gratitude for her leadership and contributions over the past two years, including the launch of Opill® which was a significant inflection point for CSCA and women’s reproductive health in the U.S.
“I want to recognize Triona’s contributions in navigating the complexities of the infant formula market and strengthening our store brand position. We wish her all the best in her future endeavors,” added Lockwood-Taylor.
This alignment will follow all applicable information and consultation processes, as legally required, and is expected to be implemented over the coming months.
About Perrigo
Perrigo Company plc is a leading pure-play self-care company with over a century of experience in providing high-quality health and wellness solutions to consumers primarily in North America and Europe. As a pioneer in the over-the-counter (OTC) self-care market, Perrigo offers trusted self-care solutions that can be used without the need for a prescription, ensuring accessibility and choice for consumers across molecules, dosage forms and value tiers.
Perrigo’s unique business model leverages its complementary businesses, where cash-generative store brand private label offerings fuel investments for leading brands, including Opill®, Mederma®, Compeed®, EllaOne®, and Jungle Formula®.
For more information, visit www.perrigo.com.
Forward-Looking Statements
This press release includes, and the matters discussed in Perrigo’s upcoming earnings release will include certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements involve known and unknown risks, uncertainties and other factors—many of which are 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, 2024.
Perrigo Contact
Bradley Joseph, Vice President, Global Investor Relations & Corporate Communications, (269) 686-3373, E-mail: bradley.joseph@perrigo.com
Nicholas Gallagher, Senior Manager, Global Investor Relations & Corporate Communications, (269) 686-3238, E-mail: nicholas.gallagher@perrigo.com