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): September 20, 2017
Mallinckrodt public limited company
(Exact name of registrant as specified in its charter)
Ireland | 001-35803 | 98-1088325 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
3 Lotus Park, The Causeway, Staines-Upon-Thames,
Surrey TW18 3AG, United Kingdom
(Address of principal executive offices)
+44 017 8463 6700
(Registrant’s telephone number, including area code)
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)) | |
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 September 20, 2017, the Board of Directors (the “Board”) of Mallinckrodt plc (“Mallinckrodt”) appointed David Norton as a director of Mallinckrodt plc (“Mallinckrodt”), effective immediately, to serve until the 2018 annual general meeting or until his earlier resignation, removal or death. Mr. Norton was also appointed to serve as an independent director on the Board’s Human Resources and Compensation Committee and the Portfolio Committee.
Mr. Norton will receive compensation as a non-employee director of the Board in accordance with the terms of Mallinckrodt’s director compensation structure for non-employee directors, the terms of which were previously disclosed in Mallinckrodt’s Definitive Proxy Statement on Schedule 14A for the 2017 annual general meeting of Mallinckrodt shareholders, filed with the SEC on January 18, 2017.
Item 8.01. | Other Events. |
On September 20, 2017, Mallinckrodt issued a press release announcing the appointment of David Norton to the Board, which is filed as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. and Description
SIGNATURE
Pursuant to the requirements of Section 12 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: | September 20, 2017 | By: | /s/ Stephanie D. Miller | |
Stephanie D. Miller | ||||
Vice President, Corporate Secretary & International Legal | ||||
Exhibit 99.1
MALLINCKRODT ANNOUNCES ELECTION OF DAVID NORTON
TO ITS BOARD OF DIRECTORS
STAINES-UPON-THAMES, United Kingdom - Sept. 20 - Mallinckrodt Pharmaceuticals (NYSE: MNK), a leading global specialty pharmaceutical company, announced today the election of David Norton to the company’s Board of Directors, effective immediately. Mr. Norton, who has more than 30 years of experience in the biopharmaceutical industry, will serve as an independent director on the board’s Human Resources and Compensation Committee and Portfolio Committee.
“David brings with him extensive commercial experience, having launched numerous products in global markets; a strong balance of strategic, operating and leadership skills; and a track record of developing people and delivering results in challenging and competitive markets,” said Melvin Booth, Chairman of the Board. “I am confident that our Board and Mallinckrodt will benefit from his experience, insights and counsel.”
Mr. Norton retired in 2011 as Company Group Chairman, Global Pharmaceuticals, for Johnson & Johnson, a role in which he led and developed the business’ strategic growth agenda, including the strategy for licensing, acquisitions and divestments, and ensuring alignment with the global strategic functions, research and development, and commercial organizations. His 32-year tenure at Johnson & Johnson spanned marketing and country management roles across Belgium, Australia and New Zealand; serving as president of the Janssen Pharmaceutica business in the U.S., group chairman of the Pharmaceuticals Group for Europe, Middle East and Africa, and then for the U.S. and Canada business, as well as company group chairman, worldwide commercial and operations, for Johnson & Johnson’s CNS and virology business.
He is currently chairman of the board of directors of VIVUS, Inc., and also serves on the board of TB Alliance, a not-for-profit organization dedicated to the discovery and development of better, faster-acting, and affordable tuberculosis drugs that are available to those who need them. He previously served as a director for INC Research Holdings Inc. and Savient Pharmaceuticals Inc.
ABOUT MALLINCKRODT
Mallinckrodt is a global business that develops, manufactures, markets and distributes specialty pharmaceutical products and therapies. Areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; and analgesics and hemostasis products. The company's core strengths include the acquisition and management of highly regulated raw materials and specialized chemistry, formulation and manufacturing capabilities. The company's Specialty Brands segment includes branded medicines and its Specialty Generics segment includes specialty generic drugs, active pharmaceutical ingredients and external manufacturing. To learn more about Mallinckrodt, visit www.mallinckrodt.com.
Mallinckrodt uses its website as a channel of distribution of important company information, such as press releases, investor presentations and other financial information. It also uses its website to expedite public access to time-critical information regarding the company in advance of or in lieu of distributing a press release or a filing with the U.S. Securities and Exchange Commission disclosing the same information. Therefore, investors should look to the Investor Relations page of the website for important and time-critical information. Visitors to the website can also register to receive automatic e-mail and
other notifications alerting them when new information is made available on the Investor Relations page of the website.
CONTACTS
Investor Relations
Coleman N. Lannum, CFA
Senior Vice President, Investor Strategy and IRO
314-654-6649
cole.lannum@mallinckrodt.com
Daniel J. Speciale, CPA
Director, Investor Relations
314-654-3638
daniel.speciale@mallinckrodt.com
Media
Rhonda Sciarra
Senior Communications Manager
908-238-6765
rhonda.sciarra@mallinckrodt.com
Meredith Fischer
Chief Public Affairs Officer
314-654-3318
meredith.fischer@mallinckrodt.com