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Washington, D.C. 20549







Pursuant to Section 13 or 15(d) 

of theSecurities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 9, 2024



Mallinckrodt plc

(Exact name of registrant as specified in its charter)


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


College Business & Technology Park, Cruiserath, Blanchardstown, Dublin 15, Ireland

(Address of principal executive offices)


+353 1 6960000

(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))


Securities registered pursuant to Section 12(b) of the Act: None


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 5.07. Submission of Matters to a Vote of Security Holders.


Each of the items listed below was submitted to a vote of shareholders at the 2024 Annual General Meeting of Shareholders (the “2024 AGM”) on May 9, 2024 and is described in more detail in Mallinckrodt plc’s (the “Company’s”) definitive proxy statement for the 2024 AGM, filed by the Company with the U.S. Securities and Exchange Commission on April 15, 2024. The final results for each of the matters submitted to a vote of shareholders are as follows:


Proposal 1: By separate resolutions, to elect as directors and to hold office, expiring at the end of the Company’s Annual General Meeting of Shareholders in 2025 (the “2025 AGM”), the following individuals:


Paul M. Bisaro   14,981,720    306,759    0 
Katina Dorton   14,981,720    306,759    0 
Abbas Hussain   14,981,720    306,759    0 
Sigurdur O. Olafsson   14,981,720    306,759    0 
Wesley P. Wheeler​​   14,981,720    306,759    0 


Each of the foregoing nominees was elected to hold office until the conclusion of the 2025 AGM or until his or her earlier death, resignation or removal.


Proposal 2: Advisory non-binding vote to approve the appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company and, by binding vote, to authorize the Audit Committee of the Board of Directors to set the independent auditors’ remuneration.


13,750,602   76,113    1,461,764 


Proposal 3: Advisory non-binding vote to approve the Company’s executive compensation.


13,329,151   497,564    1,461,764 


There were no broker non-votes with respect to any of the proposals that were submitted to a vote at the 2024 AGM.







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.


  By: /s/ Mark Tyndall  
    Mark Tyndall
    Executive Vice President, Chief Legal Officer & Corporate Secretary


Date: May 10, 2024