PERRIGO Co plc

For the period ended Apr 30, 2026. Filed Mar 20, 2026.

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Apr 30, 2026 · Filed Mar 20, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

PERRIGO COMPANY PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2026 Proxy Statement—

2026 Proxy Statement	i

Notice of 2026

Annual General Meeting

Thursday, April 30, 2026 8:30 a.m. (Irish Time)

The 2026 Annual General Meeting (“AGM”) of Shareholders of Perrigo Company plc (“Company” or “Perrigo”) will be held on Thursday, April 30, 2026, at 8:30 a.m. (Irish Time) at 25 North Wall Quay, Dublin 1, D01 H104, Ireland.

Meeting Agenda

1	To elect, by separate resolutions, nine director nominees to serve until the 2027 Annual General Meeting of Shareholders;
2	To ratify, in a non-binding advisory vote, the appointment of Ernst & Young LLP as the Company’s independent auditor, and authorize, in a binding vote, the Board of Directors, acting through the Audit Committee, to fix the remuneration of the auditor;
3	To provide advisory approval of the Company’s executive compensation;
4	To approve the Company’s 2026 Long-Term Incentive Plan;
5	To renew the Board’s authority to issue shares under Irish law;
6	To renew the Board’s authority to opt-out of statutory pre-emption rights under Irish law; and
7	To transact any other business that may properly come before the meeting.

Proposals 1 – 5 are ordinary resolutions requiring the approval of a

simple majority of the votes cast at the meeting. Proposal 6 is a special

resolution requiring the approval of not less than 75% of the votes cast.

All proposals are more fully described in this Proxy Statement.

In addition to the above proposals, the business of the AGM shall include

the consideration of the Company’s Irish Statutory Financial Statements

for the fiscal year ended December 31, 2025, along with the related

directors’ and auditor’s reports and a review of the Company’s affairs.

Meeting Date

	Meeting Time
8:30 a.m.(Irish Time)

	Meeting Location
25 North Wall Quay,Dublin 1, D01 H104, Ireland

ii	Perrigo Company

Admission to the Annual General Meeting

If you wish to attend the AGM, you must be a shareholder as of the

record date, March 2, 2026. If you plan on attending the meeting, you

may obtain admission tickets at the registration desk immediately prior to

the meeting. Shareholders whose shares are registered in the name of a

broker, bank or other nominee should bring proof or a certificate of

ownership to the meeting.

Your vote is important. Please consider the issues presented in this Proxy

Statement and vote your shares as soon as possible. To do so, you

should promptly sign, date and return the enclosed proxy card or proxy

voting instruction form or vote by telephone or Internet following the

instructions on the proxy card or instruction form.

A shareholder entitled to attend and vote at the AGM is entitled, using the

form provided (or the form in section 184 of the Irish Companies Act

2014), to appoint one or more proxies to attend, speak and vote instead

of the shareholder at the AGM. A proxy need not be a shareholder of

record.

By order of the Board of Directors

Charles Atkinson

Executive Vice President, General Counsel and Company Secretary

March 20, 2026

This Proxy Statement and the Annual Report on Form 10-K are available

at www.materials.proxyvote.com/G97822. To vote, you will need to use

the 16-digit control number provided to you.

The Irish Statutory Financial Statements for the fiscal year ended

December 31, 2025 will be available on our Proxy Statement website at

www.materials.proxyvote.com/G97822 on or before April 8, 2026.

We are once again pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the Internet. This e-proxy process expedites shareholders’ receipt of proxy materials while reducing the costs and the environmental impact of our AGM. On or about March 20, 2026, we mailed to our beneficial owners and consenting shareholders of record, a notice of internet availability of proxy materials containing instructions on how to access our proxy statement, Annual Report and Irish Statutory Financial Statements and how to vote online. All other shareholders will receive a paper copy of the proxy statement, proxy card, and Annual Report by mail unless otherwise notified by us or our transfer agent.The notice of internet availability contains instructions on how you can (i) receive a paper copy of the proxy statement, proxy card, Annual Report and Irish Statutory Financial Statements if you only received a notice by mail or (ii) elect to receive your proxy statement, Annual Report and Irish Statutory Financial Statements over the Internet if you received them by mail this year.

2026 Proxy Statement	iii

Table of Contents

	Page
Proxy Summary	2
Proposals	2
Governance	2
Board Refreshment	3
Executive Transition/Succession Planning	4
2025 Performance Update	4
Executive Compensation	6
Questions and Answers and Voting Information	8
Corporate Governance	9
General	10
Corporate Governance Guidelines	10
Code of Conduct	10
Director Independence	10
Board Oversight of Risk	11
Board Leadership	13
Chairman of the Board	13
Board of Directors and Committees	13
Audit Committee	14
Talent & Compensation Committee	14
Nominating & Governance Committee	15
Shareholder Engagement	15
Insider Trading, Anti-Hedging and Anti-Pledging Policies	15
Political Activities and Expenditures	16
Board Oversight of Global Cybersecurity and Information Security Risk	16
Cybersecurity and Information Security Risk Governance	17
Executive Sessions of Independent Directors	18
Board and Committee Self-Assessments	18
Shareholder Communications with Directors	18
Director Nominations	18
Proxy Access	19
Board Refreshment	19

	Page
Share Ownership	19
Certain Relationships and Related-Party Transactions	20
Election of Directors	21
Director Skills Matrix	23
Election of Directors	24
About the Nominated Directors	24
Our Expectations for Directors	25
Director Experience	25
Nominees for Election to the Board of Directors at the Annual General Meeting	26
Proposal 1 – Elect nine director nominees to serve until the 2027 Annual General Meeting of Shareholders	31
Sustainability & Environmental, Social & Governance	33
Our Approach to Sustainability & Environmental, Social & Governance	33
Sustainability & Environmental, Social & Governance	33
Building a Winning Culture through Belonging	35
Human Capital Management	35
Total Rewards	35
Well-being	36
Health and Safety	36
Growth and Engagement	36
Continuous Learning	37
Director Compensation	38
Ownership of Perrigo Ordinary Shares	40
Delinquent Section 16(a) Reports	43
Executive Compensation	44
Compensation Discussion and Analysis	44
Our Named Executive Officers for 2025	46
2025 Say-on-Pay Voting Results	46
Best Compensation Governance and Practices	47

iv	Perrigo Company

	Page
What Guides Our Executive Compensation Program	48
The Decision-Making Process	49
Annual Incentive Award Opportunities	52
2025 AIP Payouts	56
Long-Term Incentive Award Opportunities	57
Long-Term Incentive Plan (“LTIP”) and Pay-for-Performance	59
Free Cash Flow Return on Net Sales PSUs	59
Currency-neutral Adjusted Operating Income used for PSUs (“PSU OI”)	60
Relative TSR PSUs (“rTSR PSUs”)	62
Other Policies, Practices and Guidelines	63
Summary Compensation Table	69
Grants of Plan-Based Awards for 2025	71
Outstanding Equity Awards at 2025 Year End	73
Option Exercises and Stock Vested in 2025	75
Non-Qualified Deferred Compensation in 2025	76
Potential Payments Upon Termination or Change in Control	77
Employment Agreement with Chief Executive Officer	80
Payments Under the Annual Incentive Plan	81
Payments Under the Long-Term Incentive Plan	82
Payments Under the Non-Qualified Deferred Compensation Plan	83
Payments Under the Change-in-Control Severance Policy for U.S. Employees	83
Payments Under the U.S. Severance Policy	84
Payments Under The Perrigo Employee Severance Programme, Ireland	84

	Page
Talent & Compensation Committee Report	85
Equity Compensation Plan Information	85
CEO Pay Ratio	86
Pay Versus Performance	87
Pay Versus Performance Disclosure	87
Audit Committee Report	93
Proposals to be Voted on:	94
1. Elect nine (9) director nominees to serve until the 2027 Annual General Meeting of Shareholders	95
2. Ratification, in a Non-Binding Advisory Vote, of the Appointment of Ernst & Young LLP as the Company’s Independent Auditor and Authorization, in a Binding Vote, of the Board of Directors, Acting Through the Audit Committee, to Fix the Remuneration of the Auditor	96
3. Advisory vote on the Company’s executive compensation	98
4. Approve the Company’s 2026 Long-Term Incentive Plan	100
5. Renew the Board’s authority to issue shares under Irish law	111
6. Renew the Board’s authority to opt-out of statutory pre-emption rights under Irish law	112
Presentation of Irish Statutory Financial Statements	114
Questions and Answers and Voting Information	116
Appendix A	A-1
Appendix B	B-1

The proxy statement, form of proxy and voting instructions are being mailed to shareholders starting on or about

March 20, 2026.

Proxy Summary

Proposals

4	Executive Transition / Succession Planning

8	Questions and Answers and Voting Information

2	Governance

4	2025 Performance Update

3	Board Refreshment

6	Executive Compensation

2	Perrigo Company

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