Perrigo CEO resigns; board names interim chief

Perrigo CEO resigns; board names interim chief

Rhea-AI Filing Summary

Insights

FAQ

Filing Exhibits & Attachments

Q: Is Perrigo’s former CEO’s conduct issue related to financial reporting or operations?

Positive

Negative

8-K Event Classification

Key Figures

Key Terms

Why did Perrigo (PRGO) CEO Patrick Lockwood-Taylor resign?

Who is Perrigo’s new Interim President and CEO after the 2026 leadership change?

Did Perrigo change its 2026 financial outlook following the CEO resignation?

What 2026 Core financial guidance did Perrigo reiterate in this update?

Will Perrigo disclose compensation terms for Interim CEO Albert A. Manzone?

Press Releases

Perrigo stated that the conduct leading to Patrick Lockwood-Taylor’s resignation did not involve the company’s business, strategy, operations, financial reporting, or results of operations. The board framed the matter as inconsistent with the company’s Code of Conduct and core values rather than an operational or reporting issue.

Perrigo Company plc announced a leadership change as Patrick Lockwood-Taylor resigned immediately as President, CEO and board member after the board determined certain personal conduct was not consistent with the company’s Code of Conduct and core values.

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Form Type

8-K

Perrigo Company plc announced a leadership change as Patrick Lockwood-Taylor resigned immediately as President, CEO and board member after the board determined certain personal conduct was not consistent with the company’s Code of Conduct and core values. The company stated the conduct did not involve its business, strategy, operations, financial reporting or results.

The board appointed director Albert A. Manzone as Interim President and CEO and began a comprehensive search for a permanent successor. Perrigo reaffirmed its full-year 2026 outlook, including All In net sales growth of (5.5)% to (1.5)%, All In adjusted EPS of $2.00 to $2.30, Core net sales growth of (3.0)% to +1.0% and Core adjusted EPS of $2.25 to $2.55.

None.

Sudden CEO resignation over conduct concerns – Patrick Lockwood-Taylor resigned immediately as President, CEO and director after the board determined certain personal conduct was inconsistent with Perrigo’s Code of Conduct and core values, introducing leadership and reputational risk.

Perrigo’s CEO exits over conduct issue; outlook reaffirmed, limiting immediate financial signal.

Perrigo’s board accepted the immediate resignation of CEO and director Patrick Lockwood-Taylor after determining certain personal conduct conflicted with the company’s Code of Conduct and core values. The company emphasized the conduct did not touch business operations or financial reporting, which helps contain direct operational risk.

Director Albert A. Manzone becomes Interim President and CEO, stepping off the audit committee while a search for a permanent leader begins. Leadership transitions at the top can affect culture, strategy execution and stakeholder confidence, but the board’s swift appointment and Manzone’s prior board experience offer continuity.

Perrigo reaffirmed its full-year 2026 guidance, including All In net sales growth of (5.5)% to (1.5)% and All In adjusted EPS of $2.00 to $2.30. Maintaining this outlook suggests management currently expects to deliver previously communicated financial plans despite the transition.

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

All In net sales growth 2026: (5.5)% to (1.5)% All In adjusted EPS 2026: $2.00 to $2.30 Core net sales growth 2026: (3.0)% to +1.0% +1 more

4 metrics

All In net sales growth 2026 (5.5)% to (1.5)% Full-year 2026 outlook

All In adjusted EPS 2026 $2.00 to $2.30 Full-year 2026 outlook

Core net sales growth 2026 (3.0)% to +1.0% Full-year 2026 outlook

Core adjusted EPS 2026 $2.25 to $2.55 Full-year 2026 outlook

Interim President and Chief Executive Officer, Code of Conduct, All In net sales growth, All In adjusted EPS, +2 more

6 terms

Interim President and Chief Executive Officer financial

"the Board appointed Albert A. Manzone ... as the Company’s Interim President and Chief Executive Officer."

Code of Conduct financial

"the Board that certain personal conduct was not consistent with the Company’s Code of Conduct and core values."

A code of conduct is a company's written rulebook that lays out expected behavior for employees, executives and board members—covering honesty, conflicts of interest, treatment of customers and compliance with laws. Investors care because it signals how seriously management treats ethical risks, legal compliance and corporate culture; a strong, enforced code reduces the chance of scandals, fines or damage to reputation, much like clear traffic rules reduce accidents and delays.

All In net sales growth financial

"including All In net sales growth of (5.5)% to (1.5)%."

All In adjusted EPS financial

"All In adjusted EPS of $2.00 to $2.30, Core net sales growth"

Core adjusted EPS financial

"Core adjusted EPS of $2.25 to $2.55."

forward-looking statements financial

"Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Patrick Lockwood-Taylor resigned immediately as Perrigo’s President, CEO and director after the board determined certain personal conduct was not consistent with the company’s Code of Conduct and core values. Perrigo stated the conduct did not involve its business, operations, strategy or financial reporting.

Perrigo’s board appointed director Albert A. Manzone as Interim President and Chief Executive Officer, effective immediately. He steps down from the audit committee while serving in this role, and the board has begun a comprehensive search to identify a permanent President and CEO to succeed him.

Perrigo reaffirmed its full-year 2026 outlook despite the leadership change. Guidance includes All In net sales growth of (5.5)% to (1.5)% and All In adjusted EPS of $2.00 to $2.30, along with Core net sales growth and Core adjusted EPS ranges also reiterated.

Perrigo reiterated 2026 Core guidance, including Core net sales growth of (3.0)% to +1.0% and Core adjusted EPS of $2.25 to $2.55. These targets complement its All In net sales and All In adjusted EPS ranges, signaling no change to previously communicated full-year expectations.

Compensatory arrangements for Albert A. Manzone’s service as Interim President and CEO had not been finalized at the time of the disclosure. Perrigo plans to file an amendment describing the material terms of his compensation within four business days after those terms are determined and available.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/08/2026 - 04:22 PM

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): June 7, 2026

Perrigo Company plc

(Exact name of registrant as specified in its charter)

Commission file number 001-36353

Ireland

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

The Sharp Building, Hogan Place, Dublin 2, Ireland D02 TY74

+353 1 7094000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

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:


Title of each class	Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, €0.001 par value		PRGO	New York Stock Exchange
4.900% Notes due 2030		PRGO30	New York Stock Exchange
6.125% Notes due 2032		PRGO32A	New York Stock Exchange
5.375% Notes due 2032		PRGO32B	New York Stock Exchange
5.300% Notes due 2043		PRGO43	New York Stock Exchange
4.900% Notes due 2044		PRGO44	New York Stock Exchange

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Patrick Lockwood-Taylor

On June 7, 2026, Patrick Lockwood-Taylor resigned, effective immediately, as President and Chief Executive Officer and as a member of the Board of Directors (the “Board”) of Perrigo Company plc (the “Company”). This resignation follows a determination by the Board that certain personal conduct was not consistent with the Company’s Code of Conduct and core values. Consequently, the Board has reduced the number of directors constituting the Board from 9 to 8.

Mr. Lockwood-Taylor’s resignation is not related to the Company’s business, strategy, operations, financial reporting, or results of operations.

Appointment of Interim President and Chief Executive Officer

On June 7, 2026, the Board appointed Albert A. Manzone, Director and member of the Audit Committee of the Board, as the Company’s Interim President and Chief Executive Officer. Concurrently, the Board has initiated a comprehensive search process to identify a permanent President and Chief Executive Officer.

Mr. Manzone’s biography is set forth under the heading “Election of Directors - About the Nominated Directors” in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 20, 2026, which information is incorporated herein by reference.

In connection with his appointment, Mr. Manzone will step down as a member of the Audit Committee during the time of his service as the Interim President and Chief Executive Officer. In addition, Mr. Manzone will step down as Deputy Chief Executive Officer of Monte-Carlo Society des Bains de Mer.

Compensatory arrangements relating to Mr. Manzone’s service as Interim President and Chief Executive Officer of the Company have not been definitively determined as of the date hereof. The Company will provide disclosure of the material terms of such arrangements on an amendment to this current report on Form 8-K within four business days after they become available.

There are no family relationships between Mr. Manzone and any Company director or executive officer, and no arrangements or understandings between Mr. Manzone and any other person pursuant to which he was selected as an officer. Since January 1, 2025, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Mr. Manzone had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 7.01.

Regulation FD Disclosure.

The Company’s press release regarding the matter described in Item 5.02 above is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including the exhibit attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.

99.1		Press Release issued by Perrigo Company plc on June 8, 2026 furnished solely pursuant to Item 7.01 of Form 8-K.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Exhibit 99.1

Perrigo Announces Leadership Transition

Albert A. Manzone Appointed Interim President and CEO

Patrick Lockwood-Taylor Resigns as President and CEO and as a Member of the Board

DUBLIN, June 8, 2026 – Perrigo Company plc (NYSE: PRGO) (“Perrigo” or the “Company”), a leading provider of Consumer Self-Care Products, today announced that its Board of Directors has appointed Albert A. Manzone, a member of the Company’s Board, as Interim President and Chief Executive Officer, effective immediately. The Board has initiated a comprehensive search process to identify a permanent successor.

Patrick Lockwood-Taylor has resigned as President and CEO, and as a member of the Board, effective immediately. This resignation follows a determination by the Board of Directors that certain personal conduct by Mr. Lockwood-Taylor was not consistent with the Company’s Code of Conduct and core values. The conduct did not involve the Company’s business, strategy, operations, financial reporting, or results of operations.

Orlando D. Ashford, Chair of Perrigo’s Board of Directors, said, “Perrigo’s core values are foundational to how we operate, and the Board expects all colleagues – especially our senior leaders – to uphold those standards at all times. The Board acted decisively and has full confidence in Albert, who brings more than 30 years of global leadership experience and a proven track record of transforming businesses at inflection points and creating value as well as deep knowledge of our business, people, and self-care platform. The Company has made significant progress in advancing our strategy in recent years, stabilizing and streamlining the business and implementing our new commercial operating model and the Board remains confident in Perrigo’s outlook. As we move forward, we believe Albert is the right leader to guide Perrigo through this transition and work with the broader leadership team to continue strengthening our company and deliver enhanced value for shareholders.”

Albert A. Manzone, Interim President and CEO of Perrigo, said, “I have served on Perrigo’s Board since 2022, and I know this company well — its self-care platform, its people, and the clear progress we have made on our strategy. My priority as interim CEO is continuity: to keep that strategy on course and to support a talented leadership team as we sustain our momentum on value creation. I look forward to working closely with the Board and the team in the months ahead.”

Perrigo also reaffirmed its full-year 2026 outlook provided in its first quarter 2026 earnings press release issued on May 6, 2026, including All In net sales growth of (5.5)% to (1.5)%, All In adjusted EPS of $2.00 to $2.30, Core net sales growth of (3.0)% to +1.0% and Core adjusted EPS of $2.25 to $2.55.

About Albert A. Manzone

Albert A. Manzone is a global executive with more than 30 years of leadership experience across consumer goods, consumer health, luxury and hospitality. He has led businesses at global scale, with a track record of transforming companies at inflection points and creating value. He has served as a member of the Perrigo Board of Directors since 2022. Most recently, he was Deputy Chief Executive Officer of Monte-Carlo Société des Bains de Mer, a premier luxury hospitality group, where he drove operational performance and strengthened the leadership team across three consecutive record years. Previously, he served as Chief Executive Officer of Whole Earth Brands, a global food company. Earlier in his career, he was President Europe at Oettinger Davidoff AG and held senior leadership roles at Novartis Consumer Health, W.M. Wrigley Jr. Company, PepsiCo, and McKinsey & Company. He currently serves as a director at Syntec Optics Holdings (NASDAQ: OPTX). He holds an MBA from the Kellogg School of Management at Northwestern University and a postgraduate degree in international business from Sorbonne University.

About Perrigo

Perrigo Company plc (NYSE: PRGO) is a leading provider of Consumer Self-Care Products and over-the-counter (OTC) health and wellness solutions that enhance individual well-being by empowering consumers to proactively prevent or treat conditions that can be self-managed.

For more information, visit www.perrigo.com.

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our, or our industry’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions, future events or future performance contained in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “forecast,” “predict,” “potential” or the negative of those terms or other comparable terminology. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, including: the impact of the leadership transition described herein on our relationships with investors, employees, suppliers, wholesalers, lenders and other stakeholders; our ability to complete the proposed divestment of the Dermacosmetics branded business, receipt of works council and regulatory approval regarding the transaction, performance by counterparties to the transaction and the likelihood of satisfying the deferred payment milestones associated with the transaction, supply chain impacts on our business, including those caused or exacerbated by armed conflict, trade and other economic sanctions and/or disease; general economic, credit, and market conditions; increased or new tariffs by the U.S. or foreign governments (and any retaliatory or reciprocal tariffs) and changes in global trade relations; the impact of the war in Ukraine and any escalation thereof, including the effects of economic and political

sanctions imposed by the United States, United Kingdom, European Union, and other countries related thereto; the outbreak or escalation of conflict in other regions where we do business, including the ongoing conflict and social, political and economic environment in Israel and the broader Middle East; current and future impairment charges, if we determine that the carrying amount of specific assets may not be recoverable from the expected future cash flows of such assets; customer acceptance of new products; competition from other industry participants, some of whom have greater marketing resources or larger market shares in certain product categories than we do; pricing pressures from customers and consumers; resolution of uncertain tax positions and any litigation relating thereto, ongoing or future government investigations and regulatory initiatives; uncertainty regarding our ability to obtain and maintain our regulatory approvals; potential costs and reputational impact of product recalls or sales halts; potential adverse changes to U.S. and foreign tax, healthcare and other government policy; the effect of epidemic or pandemic disease; the timing, amount and cost of any share repurchases (or the absence thereof) and/or any refinancing of outstanding debt at or prior to maturity; fluctuations in currency exchange rates and interest rates; receipt of potential earnout payments in connection with the sale of the HRA Rare Diseases Business and the risk that potential costs or liabilities incurred or retained in connection with this transaction may exceed our estimates or adversely affect our business or operations; the risk that potential costs or liabilities incurred or retained in connection with the sale of our Rx business may exceed our estimates or adversely affect our business or operations; the consummation and success of other announced and unannounced acquisitions or dispositions, and our ability to realize the desired benefits thereof; and our ability to execute and achieve the desired benefits of announced cost-reduction efforts and other strategic initiatives and investments, including our ability to achieve the expected benefits from our ongoing restructuring programs and strategic review processes described herein. Adverse results with respect to pending litigation could have a material adverse impact on our operating results, cash flows and liquidity, and could ultimately require the use of corporate assets to pay damages, reducing assets that would otherwise be available for other corporate purposes. These and other important factors, including those discussed in our Form 10-K for the year ended December 31, 2025, and in any subsequent filings with the United States Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this press release are made only as of the date hereof, and unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Perrigo Contacts

Eric Jacobson, Vice President, Global Investor Relations

eric.jacobson@perrigo.com

Nick Gallagher, Associate Director, Global Investor Relations

nicholas.gallagher@perrigo.com

Source: View Original Filing on SEC EDGAR

5 documents

EX-99.1 EX-99.1 13.8 KB

Dated: June 8, 2026

PERRIGO COMPANY PLC

/s/ Charles Atkinson

Charles Atkinson

General Counsel & Company Secretary