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 ("NGC") 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 NGC will initiate a search for potential director nominees, and it will seek input from other Board members, including the Chief Executive Officer ("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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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

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Jonas Samuelson was appointed to the Board in January 2025

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We are proposing that Kevin Egan be appointed to the Board effective May 1, 2025

Executive Transition / Succession Planning

The Company is led by an Executive Leadership Team (“ELT”) which consists of the CEO and his direct reports. Perrigo and its Board of Directors have long-partnered on a robust ELT Talent Review and Succession planning process.

Since joining Perrigo in 2023, Patrick Lockwood-Taylor has continued his focus on ensuring we have the right leadership team in place for success. On May 20, 2024 Roberto Khoury was appointed, Executive Vice President and President, Consumer Self-Care International replacing Svend Andersen who stayed-on in an advisory capacity through the end of the year. David Ball was appointed on August 1, 2024 as Executive Vice President and Chief Brand and Digital Officer, a new role, and Charles Atkinson was appointed October 1, 2024 as Executive Vice President, General Counsel and Company Secretary replacing Todd Kingma. As of January 2025, Abbie Lennox also joined the Company as Executive Vice President and Chief Scientific Officer.

2024 Performance Update 1

We made substantial progress on our strategy in 2024 by clearly defining our Enterprise Strategy, which outlines a tangible roadmap to drive performance and Total Shareholder Return ("TSR") on our journey to become 'One Perrigo’. We refined our Business Model to deliver a focused portfolio of solutions that delight consumers and, in partnership with our customers, improve access and accelerate category growth. Now, we are laser-focused on scaling more molecules, at more price points, to more consumers, in support of our Purpose: to make lives better through trusted health and wellness solutions, accessible to all.

We anchored our strategy around three clear steps:

Stabilize: We made substantial progress stabilizing our operations in 2024 as our infant formula business is consistently producing quality assured reliable product and our U.S. store brand business is on track for growth in 2025.

Streamline: We simplified our portfolio, structure, operating model, systems and supply chain by reducing our footprint of hundreds of small brands; our innovation by reducing from hundreds of small initiatives to larger scalable programs; and our structure, to accelerate decision-making and sharper execution.

Strengthen: Looking ahead, we are prioritizing high-growth brands, amplifying R&D, bolstering capabilities and directing resources where they matter most.

In addition to these strategic advancements, the Company achieved full-year adjusted EPS within its communicated guidance range, delivered mid-single-digit adjusted operating income growth and expanded adjusted operating margin, due in part to accretive initiatives and new products. 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 Appendix A for reconciliation of Adjusted (non-GAAP) to Reported (GAAP).

Other strategic and operational highlights include:

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Launched our three-year plan to Consumerize, Simplify and Scale the Company, including 2025 to 2027 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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Instilled a disciplined approach to capital allocation, ensuring that our every dollar spent is aligned with long-term shareholder value creation.

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'Project Energize' streamlining efforts achieved annual gross savings of $139 million in 2024 and the Company remains on track to achieve its annual gross savings target of $140 million to $170 million by the end of 2026.

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Streamlined the Company's portfolio by divesting the HRA Pharma Rare Diseases business, the Australia Hospital and Specialty business and more than 65 brands in the Consumer Self-Care International business.

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Achieved adjusted operating income synergies related to the HRA Pharma acquisition and fully captured an estimated $55 million in savings.

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Progressed our Supply Chain Reinvention program and achieved $42 million in net benefits during the year.

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Successfully refinanced approximately $1.1 billion to fund the redemption of all the Company's 4.375% Senior Notes Due 2026 and prepaid a portion of the Term B Loans outstanding under Perrigo's credit facilities.

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During the fourth quarter of 2024, the Company fully repaid its $400 million 3.9% Senior Notes due December 2024.

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Increased the Company’s quarterly dividend to $0.29 per share, or $1.16 per share on an annual basis, a 5% increase from the prior year. This dividend increase marks the 22nd consecutive year Perrigo has increased its dividend.

Financial highlights of fiscal year 2024 results from continuing operations include:

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Reported net sales were $4.4 billion compared to $4.7 billion, due primarily to actions to augment and strengthen the infant formula business.

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Adjusted operating income increased $35 million to $0.6 billion, higher by 6% compared to the prior year.

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Adjusted operating margin of 13.9% expanded 160 basis points compared to the prior year.

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Adjusted earnings per share of $2.57, compared to $2.58 in the prior year. Fiscal year 2024 adjusted diluted EPS included unfavorable year-over-year impacts of $0.26 from infant formula and $0.03 from currency translation. The prior year included favorable tax benefits of $0.18 per diluted share.

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Operating cash flow was $363 million, leading to net cash from operating activities as a percentage to adjusted diluted net income of 102%, and ended the year with cash and cash equivalents(1) on the balance sheet of $559 million.

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De-risked the balance sheet as net leverage to adjusted EBITDA decreased to 4.0x at the end of 2024, down from 4.5x at the prior year end.

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 74%, 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.

2024 Compensation Highlights

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For 2024, base salaries for all NEOs were held flat with the exception of Eduardo Bezerra whose role expanded with additional responsibility for Global Information Technology and Services (IT&S).

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Overall, our performance fell short of our net sales, earnings, cash flow and gross margin targets in the Annual Incentive Plans or "AIP". Payouts are below 100% of target, varying based on individual performance multipliers.

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The three-year cumulative payout for the 2022-2024 currency-neutral Adjusted Operating Income used for Performance Share Units (“PSU OI”) was 118% of target. Please see detailed explanation on page 37.

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The three-year cumulative payout for the 2022-2024 Relative Total Shareholder Return Performance Share Units (“rTSR-PSUs”) was 0% of target.

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In 2024, the Talent & Compensation Committee ("TCC") changed the design of the PSU OI component of our Long-Term Incentive Plan "("LTIP") to measure three-year cumulative Adjusted Operating Income, rather than measuring year-over-year growth over each of the three years in the performance period. The TCC maintained the LTIP grant-type mix, and in 2024, NEOs were granted annual LTIP awards allocated 50% to PSU OI earned based on achievement of three-year cumulative Adjusted Operating Income goals, 20% to rTSR-PSUs 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.

Please see the Questions and Answers and Voting Information section beginning on page 86 for important information about voting, the proxy materials and deadlines for submitting shareholder proposals and director nominees for the 2026 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