Document

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): May 16, 2018
 
Mallinckrodt public limited company

(Exact name of registrant as specified in its charter)

Ireland
001-35803
98-1088325
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

3 Lotus Park, The Causeway, Staines-Upon-Thames
Surrey TW18 3AG, United Kingdom
(Address of principal executive offices) (Zip Code)
 
Registrant's telephone number, including area code:  +44 017 8463 6700
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 May 16, 2018, the shareholders of Mallinckrodt plc (the “Company”) approved the amended and restated Mallinckrodt Pharmaceuticals Stock and Incentive Plan (the “Plan”) at the Company’s 2018 Annual General Meeting of Shareholders (the “Annual Meeting”). The amendments increased the number of shares available for issuance under the Plan by 9.0 million shares and included miscellaneous clarifications to the Plan. The Plan authorizes an aggregate of 26,769,489 ordinary shares of the Company with respect to which awards may be issued under the Plan in a variety of forms including: (1) nonqualified stock options; (2) incentive stock options; (3) stock appreciation rights; (4) performance-based awards; (5) restricted stock; (6) restricted units; (7) deferred stock units; and (8) other stock-based awards.

The above description of the Plan does not purport to be complete and is qualified in its entirety by the full text of the Plan set forth as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07    Submission of Matters to a Vote of Security Holders.

The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting on May 16, 2018 are as follows:

Proposal 1. To elect ten directors to hold office until the Company’s next Annual General Meeting of Shareholders:
Nominees
 
For
Against
Abstain
 
Broker
Non-Votes
(a)
David R. Carlucci
 
51,958,910
 
10,014,338
 
284,754
 
14,844,086
(b)
J. Martin Carroll
 
60,752,134
 
1,221,753
 
284,115
 
14,844,086
(c)
Paul R. Carter
 
61,440,774
 
581,717
 
235,511
 
14,844,086
(d)
David Y. Norton
 
61,413,674
 
617,935
 
226,393
 
14,844,086
(e)
JoAnn A. Reed
 
61,129,810
 
846,147
 
282,045
 
14,844,086
(f)
Angus C. Russell
 
60,017,549
 
1,254,431
 
986,022
 
14,844,086
(g)
Mark C. Trudeau
 
61,031,107
 
949,670
 
277,225
 
14,844,086
(h)
Anne C. Whitaker
 
61,351,500
 
596,851
 
309,651
 
14,844,086
(i)
Kneeland C. Youngblood, M.D.
 
61,107,872
 
863,121
 
287,009
 
14,844,086
(j)
Joseph A. Zaccagnino
 
61,096,916
 
925,414
 
235,672
 
14,844,086
Each of the foregoing nominees was elected to hold office until the Company’s next Annual General Meeting of Shareholders.
Proposal 2. To approve in a non-binding vote, the appointment of Deloitte & Touche LLP as the independent auditors of the Company and to authorize, in a binding vote, the Audit Committee of the Board of Directors to set the auditors’ remuneration:
For:
Against:
Abstain:
 
Broker Non-Votes:
75,718,496
 
993,353
 
390,239
 
0

Proposal 3. To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers described in the proxy statement:
For:
Against:
Abstain:
 
Broker Non-Votes:
36,511,280
 
25,463,984
 
282,738
 
14,844,086








Proposal 4. To approve the Plan:
For:
Against:
Abstain:
 
Broker Non-Votes:
35,096,120
 
26,831,444
 
330,438
 
14,844,086

Proposal 5. To approve the authority of the Board to issue shares:
For:
Against:
Abstain:
 
Broker Non-Votes:
72,400,047
 
3,314,335
 
1,387,706
 
0

Proposal 6. To approve, via special resolution, the waiver of pre-emption rights:
For:
Against:
Abstain:
 
Broker Non-Votes:
72,977,706
 
2,454,351
 
1,670,031
 
0

Proposal 7. To authorize the Company and/or any subsidiary of the Company to make market purchases or overseas market purchases of Company shares:
For:
Against:
Abstain:
 
Broker Non-Votes:
74,818,788
 
962,793
 
1,320,507
 
0

Proposal 8. To authorize, via special resolution, the price range at which the Company can re-allot shares that it holds as treasury shares:
For:
Against:
Abstain:
 
Broker Non-Votes:
73,754,561
 
1,817,918
 
1,529,609
 
0

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.      Description
10.1
 









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.


 
 
 
 
 
 
 
 
 
 
MALLINCKRODT PUBLIC LIMITED COMPANY
 
 
 
 
 
 
 
 
 
 
Date:
May 17, 2018
 
By:
/s/ Stephanie D. Miller
 
 
 
 
Stephanie D. Miller
 
 
 
 
Vice President, Corporate Secretary & International Legal