PERRIGO Co plc

Here are highlights of important information you will find in this proxy statement. As this is only a summary, we encourage you to review the complete proxy statement before you vote.

Our Annual General Meeting

Logistics

Proposals

Governance

Board Refreshment

The Nominating & Governance Committee recommends individuals as director nominees based on various criteria, including their business and professional background, integrity, diversity, understanding of our business, demonstrated ability to make independent analytical inquiries and the willingness and ability to devote the necessary time to Board and committee duties. A director’s qualifications in meeting these criteria are considered at least each time the director is recommended for Board membership. Should a new director be needed to satisfy specific criteria or to fill a vacancy, the Nominating & Governance Committee will initiate a search for potential director nominees, and it will seek input from other Board members, including the CEO and Chairman of the Board, as well as any senior management or outside advisers assisting in identifying and evaluating candidates. The average tenure of our directors is approximately 5 years as of the date of the AGM.

The following have been recent refreshments made to our Board:

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Albert A. Manzone was appointed to the Board in July 2022

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Patrick Lockwood-Taylor was appointed to the Board in July 2023

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Julia M. Brown was appointed to the Board in November 2023

Executive Transition / Succession Planning

The Company is led by an Executive Leadership Team (“ELT”) which consists of the Chief Executive Officer ("CEO") and his direct reports. Perrigo and its Board of Directors have long-partnered on a robust Executive Leadership Team Talent Review and Succession planning process. In May 2023, Murray S. Kessler notified the Company of his intent to retire. The Board implemented its succession plan, and on June 8, 2023 appointed Patrick Lockwood-Taylor, a 30-year experienced executive in consumer self-care, as President, CEO and Director, at which time Mr. Kessler retired from those same positions, but remained with the Company in an advisory role to assist with the transition until July 31, 2023.

Additionally, Triona Schmelter was appointed Executive Vice President and President, Consumer Self-Care Americas in September 2023 replacing James Dillard III. Ms. Schmelter was chosen as a key leader with a proven track-record in not only the Consumer Products space but also leading significant business transformation. We continually conduct Talent Reviews and create succession plans for these key roles.

2023 Performance Update 1

After completing its transformation to a pure play consumer self-care company in 2022, Perrigo progressed its self-care journey in 2023. The Company has refined its strategy to focus on 1) delivering consumer-preferred brands and innovation, 2) driving category growth with our consumers, 3) powering our business with our world-class, quality assured supply chain, and 4) evolving to a single operating model across business lines and geographies. The goal is to deliver sustainable, value accretive growth by ‘consumerizing’, simplifying and scaling the organization, while earning a top-tier total shareholder return.

In addition to these strategic advancements, the Company maintained its financial momentum in 2023 by 1) achieving record net sales from continuing operations, 2) delivering double-digit gross profit, operating income and EPS improvement year-over-year, and 3) expanding year-over-year and sequential gross and operating margins every quarter during the year. These successes were achieved despite the evolving U.S. regulatory environment within the infant formula industry, which impacted our infant formula business during the year.

See Exhibit A for reconciliation of Adjusted (non-GAAP) to Reported (GAAP).

Other strategic highlights include:

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Launched our three-year plan, including 2025 financial targets, at the Company’s Investor Day.

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Launched and progressed ‘One Perrigo’ through the introduction of our North America Perrigo Business Services organization, the implementation of a central finance solution, and the realignment of our finance and information technology organizations.

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We initiated and progressed ‘Strategic Sprints’ to help us determine where to compete and how to win – category by category, brand by brand, country by country.

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Completed ahead of schedule the implementation of enterprise resource planning order-to-cash of Nestle’s Gateway infant formula facility and U.S. & Canadian Good Start® Brands.

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Achieved $30 million in adjusted operating income synergies related to the HRA Pharma acquisition and remain on track to fully capture an estimated $55 million by the end of 2024.

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Completed 21 distributor transitions related to the HRA Pharma acquisition, which will enable the company to capture synergies and enhance margins in the CSCI business.

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Progressed our Supply Chain Reinvention program and achieved $43 million in net benefits during the year.

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Successfully refinanced $300 million of our December 2024 notes at a favorable interest rate.

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Settled three tax overhangs, reducing potential company exposure by approximately $200 million.

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Increased the Company’s quarterly dividend to $0.273 per share, or $1.09 per share on an annual basis, a 5% increase from the prior year. This dividend increase marks the 20th consecutive year Perrigo has increased its dividend.

Other commercial and business highlights:

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Received final approval from the U.S. Food and Drug Administration ("FDA") and launched our store brand version of acetaminophen and ibuprofen tablets, 250 mg/125 mg.

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Received final approval from the FDA and launched our nicotine coated mint lozenges, 2 mg and 4 mg.

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Announced that FDA’s Nonprescription Drugs Advisory Committee and the Obstetrics, Reproductive, and Urologic Drugs Advisory Committee voted unanimously 17 to 0, with no abstentions, that the benefits of making Opill® available for OTC use outweighs the risks.

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Received FDA approval for Opill® for OTC use with no age restriction, making Opill® the first ever birth control pill available over the counter in the United States.

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Launched Compeed®Anti-Spots Cleansing Patch in more than 14 markets outside the U.S.

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Perrigo e-commerce net sales increased 22% compared to the prior year; e-commerce accounts for approximately 12% of Perrigo net sales.

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Reduced solid waste by over 452 metric tons.

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Introduced our first 100% recycled cartons in the U.S.

Other financial highlights of fiscal year 2023 results from continuing operations include:

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Reported net sales were a record $4.7 billion, an increase of $204 million, or 5%, compared to the prior year.

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Organic net sales increased 2% compared to the prior year.

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Adjusted gross profit increased $196 million to $1.8 billion, higher by 12% compared to the prior year.

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Adjusted gross margin of 38.8% expanded 260 basis points compared to the prior year.

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Adjusted operating income increased $82 million to $0.6 billion, higher by 17% compared to the prior year.

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Adjusted operating margin of 12.3% expanded 120 basis points compared to the prior year.

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Adjusted earnings per share increased $0.51 to $2.58, an increase of 25% compared to the prior year.

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Operating cash flow was $405 million, leading to net cash from operating activities as a percentage to adjusted diluted net income of 115%, and ended the year with cash and cash equivalents(1) on the balance sheet of $751 million.

We have $7.0 million of restricted cash as of December 31, 2023 in the Consolidated Balance Sheets. We entered into an agreement to extend a credit line to an existing customer in exchange for a cash security deposit. The agreement requires the cash to be held in a separate account and will be returned to the customer at the expiration of the agreement provided all credits have been paid as agreed.

Executive Compensation Principles

As a Consumer Self-Care market leader, the Company is focused on our new corporate vision, purpose statement and blueprint to build 'One Perrigo'. Our ability to successfully execute our business strategies will depend in large part on continuing to have the right executive leadership team to guide Perrigo and ensure the long-term success of the company.

For this reason, our executive compensation program is designed to attract, inspire, and retain the highest level of executive talent. Further, our programs are structured to closely align with our business objectives and commitment to shareholder value creation by having the vast majority of our executives' compensation being at risk, not guaranteed, and linked to performance in order to be realized.

Program Design

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The primary elements of executive compensation consist of base salary, annual incentive and long-term equity incentive compensation.

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The vast majority (85% for our current CEO and 73%, on average, for our other Named Executive Officers or “NEOs”) of our ongoing target executive compensation opportunity is performance-based and/or at-risk (i.e., not guaranteed).

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Compensation is weighted toward long-term equity awards rather than short-term cash compensation to directly align the interests of executive leadership and our shareholders.

2023 Compensation Highlights

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For 2023, base salaries for all named executive officers were increased in line with the Company's overall salary increase budget of 4%.

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Overall, our performance exceeded our sales targets but fell short of the earnings target in the Annual Incentive Plans or "AIP". Actual payouts to executives vary based on business segment performance.

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The three-year cumulative payout for the 2021-2023 currency-neutral Adjusted Operating Income used for Performance Share Units (“PSU OI”) was 114% of target. Please see detailed explanation on page 36.

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The three-year cumulative payout for the 2021-2023 Relative Total Shareholder Return Performance Share Units (“rTSR-PSUs”) was 0% of target.

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In 2023, NEOs were granted annual Long-Term Incentive Plan (“LTIP”) awards allocated 50% to PSU OI that may only be earned based on achievement of Adjusted Operating Income growth goals over three years (2023-2025), 20% to rTSR-PSUs that may only be earned based on our relative Total Shareholder Return (“rTSR”) performance versus the constituents of the S&P 500 over three years, and 30% to Restricted Stock Units (“RSUs”) vesting over three years—meaning that 70% of our Executives’ Target Long-Term Incentive (“LTI”) compensation is subject to performance hurdles in order to vest.

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In 2023, Murray S. Kessler notified the Company of his intent to retire. Patrick Lockwood-Taylor, a 30-year experienced executive in consumer self-care, was appointed CEO in June 2023. Mr. Lockwood-Taylor's annual target Total Direct Compensation ("TDC") was established at $8,240,000 which ranked between the 25th and the 50th percentile of the most recently available market data for CEOs of our executive compensation peer companies.

Please see the Questions and Answers and Voting Information section beginning on page 79 for important information about voting, the proxy materials, and deadlines for submitting shareholder proposals and director nominees for the 2025 Annual General Meeting of Shareholders. Additional questions may be directed to Perrigo Company plc, Attn: General Counsel, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland or GeneralMeeting@perrigo.com.

Corporate Governance