PRGO Perrigo Company Plc Ireland

As Filed with the Securities and Exchange Commission on February 27, 2024

Registration Statement No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PERRIGO COMPANY PLC

(Exact name of registrant as specified in its charter)

The Sharp Building, Hogan Place

Dublin 2, Ireland

Telephone: +353 1 7094000

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

PERRIGO COMPANY PLC 2019 LONG-TERM INCENTIVE PLAN

(Full Title of the Plan)

Kyle L. Hanson

Executive Vice President, General Counsel and Company Secretary

Perrigo Company plc

515 Eastern Avenue

Allegan, Michigan 49010

Telephone: (269) 686-1941

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Marc A. Leaf

Faegre Drinker Biddle & Reath LLP

1177 6th Ave, 41st Floor

New York, NY 10036

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) relates to the registration of Ordinary Shares, nominal par value €0.001 per share, of the Company to be offered under (i) the Perrigo Company plc 2019 Long-Term Incentive Plan (the “2019 Plan”). The 2019 Plan was adopted as an amendment and restatement of the 2013 Long-Term Incentive Plan (the “2013 Plan”), which was adopted as an amendment and restatement of the 2008 Long-Term Incentive Plan (the “2008 Plan”), which was adopted as an amendment and restatement of the 2003 Long-Term Incentive Plan (the “2003 Plan”). The Company has earlier filed registration statements on Form S-8 (File No.  333-270089 and 333-261074) relating to the 2019 Plan as well as a Form S-8 (File No. 333-192946) relating to the 2013 Plan, the 2008 Plan, the 2003 Plan (the “Earlier Registration Statements”). Subject to Item 3 of Part II of this Registration Statement and except as modified or superseded herein, the contents of the Earlier Registration Statements are incorporated herein by reference. This Registration Statement is being filed by the Registrant to register the issuance of an additional 1,664,828 shares of Common Stock of the Registrant, which consist of ordinary shares that have become available for delivery with respect to awards under the 2019 Plan pursuant to the share counting, share recycling and other terms and conditions of the 2019 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents are filed or incorporated by reference as part of this Registration Statement.

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SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, Ireland, on February 27, 2024.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Patrick Lockwood-Taylor, Eduardo Bezerra and Kyle L. Hanson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated on February 27, 2024.

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Exhibit 5.1

				A&L Goodbody LLP 3 Dublin Landings North Wall Quay, Dublin 1 D01 C4E0 T: +353 1 649 2000 DX: 29 Dublin | www.algoodbody.com		Dublin Belfast London New York San Francisco Palo Alto

Perrigo Company plc

The Sharp Building

Hogan Place

Dublin 2

Ireland

Perrigo Company plc (the Company)

Dear Sirs

We are acting as Irish counsel to the Company, a public limited company incorporated under the laws of Ireland (registered number 529592), in connection with the proposed registration by the Company of 1,664,828 ordinary shares of the Company, par value €0.001 per share (the Shares) that are available for issuance pursuant to the share recycling provisions under the Plan (as defined below), pursuant to a Registration Statement on Form S-8 (the Registration Statement) to be filed by the Company under the Securities Act of 1933, as amended. This opinion is solely related to the Registration Statement.

The Shares are issuable pursuant to the share recycling and other terms and conditions of the Perrigo Company plc 2019 Long Term Incentive Plan, which was adopted and assumed by the Company’s shareholders on 22 November 2013, amended and restated by shareholder approval on 26 April 2019, further amended and restated by shareholder approval on 6 May 2022, further amended and restated on 2 August 2023 and further amended and restated on 1 November 2023 (referred to as the Plan, including any amendments, restatements or sub-plan thereof).

In connection with this opinion, we have reviewed copies of such corporate records of the Company as we have deemed necessary as a basis for the opinions hereinafter expressed. In rendering this opinion, we have examined, and have assumed the truth and accuracy of the contents of, such documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the (continued) truth and accuracy of the information contained in such documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.

CE Gill • JG Grennan • PD White • VJ Power • SM Doggett • M Sherlock • KP Allen • C Rogers • G O’Toole • JN Kelly • N O’Sullivan • MJ Ward • D Widger • C Christle • S Ó Cróinin DR Baxter • A McCarthy • JF Whelan • JB Somerville • MF Barr • AM Curran • A Roberts • RM Moore • D Main • J Cahir • M Traynor • PM Murray • P Walker • K Furlong PT Fahy • D Inverarity • M Coghlan • DR Francis • A Casey • B Hosty • M O’Brien • L Mulleady • K Ryan • E Hurley • D Dagostino • R Grey • R Lyons • J Sheehy • C Carroll • SE Carson P Diggin • J Williams • A O’Beirne • J Dallas • SM Lynch • M McElhinney • C Owens • AD Ion • K O’Connor • JH Milne • T Casey • M Doyle • CJ Comerford • R Marron • K O’Shaughnessy S O’Connor • SE Murphy • D Nangle • C Ó Conluain • N McMahon • HP Brandt • A Sheridan • N Cole • M Devane • D Fitzgerald • G McDonald • N Meehan • R O’Driscoll • B O’Malley A Muldowney • L Dunne • A Burke • C Bergin • P Fogarty

Consultants: Professor JCW Wylie • MA Greene • AV Fanagan • PM Law • SW Haughey • PV Maher

We have further assumed:

Having made such further investigation and reviewed such other documents as we have considered requisite or desirable, subject to the foregoing and to the within qualifications and assumptions, and provided that the Registration Statement, has become effective, we are of the opinion that the Shares have been duly authorised and when issued (and, if required, paid for in either cash or services or otherwise) in accordance with the Registration Statement, the Plan and the options or other equity awards granted or to be granted thereunder will be validly issued, fully paid and not subject to calls for any additional payments (“non-assessable”) (except for Shares issued pursuant to deferred payment arrangements, which shall be fully paid upon the satisfaction of such payment obligations).

In rendering this opinion, we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof. This opinion speaks only as of its date. We are not under any obligation to update this opinion from time to time, nor to notify you of any change of law, facts or circumstances referred to or relied upon in the giving of this opinion.

This opinion is given solely for the benefit of the addressee of this opinion and may not be relied upon by any other person without our prior written consent, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of US federal securities laws.

This opinion is also strictly confined to the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter.

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We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement.

The opinion is governed by and construed in accordance with the laws of Ireland.

Yours faithfully

A&L Goodbody LLP

M-73184872-1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Perrigo Company plc 2019 Long-Term Incentive Plan of our reports dated February 27, 2024, with respect to the consolidated financial statements of Perrigo Company plc and the effectiveness of internal control over financial reporting of Perrigo Company plc included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Perrigo Company plc

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities