Form 8-K - Current report

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): 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)	(Commission 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:

	FOR		AGAINST		ABSTAIN
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.

FOR		AGAINST				ABSTAIN
13,750,602			76,113				1,461,764

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

FOR		AGAINST				ABSTAIN
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.

SIGNATURES

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.

	MALLINCKRODT PLC
	(registrant)

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

Date: May 10, 2024

Cover	May 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
Entity File Number	001-35803
Entity Registrant Name	Mallinckrodt plc
Entity Central Index Key	0001567892
Entity Tax Identification Number	98-1088325
Entity Incorporation, State or Country Code	L2
Entity Address, Address Line One	College Business & Technology Park
Entity Address, Address Line Two	Cruiserath
Entity Address, Address Line Three	Blanchardstown
Entity Address, City or Town	Dublin
Entity Address, Country	IE
Entity Address, Postal Zip Code	15
Country Region	353
City Area Code	1
Local Phone Number	6960000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false