UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices)
+
(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 2022 Annual General Meeting of Shareholders (the “2022 AGM”) on September 29, 2022 and is described in more detail in Mallinckrodt plc’s (the “Company’s”) definitive proxy statement for the 2022 AGM, filed by the Company with the U.S. Securities and Exchange Commission on August 18, 2022, as supplemented on August 22, 2022. 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 2023 (the “2023 AGM”), the following individuals:
| FOR | AGAINST | ABSTAIN | Broker Non-Vote | |||||||||||||
| Paul M. Bisaro | 9,580,051 | 14,005 | 15,125 | 1,315,641 | ||||||||||||
| Daniel A. Celentano | 9,593,947 | 109 | 15,125 | 1,315,641 | ||||||||||||
| Riad H. El-Dada | 9,579,528 | 14,528 | 15,125 | 1,315,641 | ||||||||||||
| Neal P. Goldman | 9,546,037 | 48,019 | 15,125 | 1,315,641 | ||||||||||||
| Karen L. Ling | 9,593,947 | 109 | 15,125 | 1,315,641 | ||||||||||||
| Woodrow A. Myers, Jr., M.D. | 9,579,528 | 14,528 | 15,125 | 1,315,641 | ||||||||||||
| James R. Sulat | 9,579,528 | 14,528 | 15,125 | 1,315,641 | ||||||||||||
| Sigurdur O. Olafsson | 9,594,047 | 9 | 15,125 | 1,315,641 | ||||||||||||
Each of the foregoing nominees was elected to hold office until the conclusion of the 2023 AGM or until his or her earlier death, resignation or removal.
Proposal 2: Advisory non-binding vote to approve the re-appointment of Deloitte & Touche 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 | Broker Non-Vote | |||||||||||
| 10,898,002 | 11,712 | 15,108 | - | |||||||||||
Proposal 3: Advisory non-binding vote to approve the Company’s executive compensation.
| FOR | AGAINST | ABSTAIN | Broker Non-Vote | |||||||||||
| 7,764,537 | 1,825,119 | 19,525 | 1,315,641 | |||||||||||
Proposal 4: Authorize the Company and/or any subsidiary of the Company to make market purchases or overseas market purchases of Company shares.
| FOR | AGAINST | ABSTAIN | Broker Non-Vote | |||||||||||
| 10,905,921 | 12,634 | 6,267 | - | |||||||||||
Proposal 5: Authorize, via special resolution, the price range at which the Company can re-allot shares held as treasury shares.
| FOR | AGAINST | ABSTAIN | Broker Non-Vote | |||||||||||
| 10,905,921 | 12,634 | 6,267 | - | |||||||||||
| 1 |
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: September 29, 2022
| 2 |