NOTICE OF 20202021 ANNUAL GENERAL MEETING

Virtual Meeting Only – No Physical Meeting Location

Wednesday, May 6, 202012, 2021

11:008:30 a.m. (IST)(EDT)

The 20202021 Annual General Meeting (the “AGM”) of Shareholders of Perrigo Company plc (“the Company” or “Perrigo”) will be held virtually on Wednesday, May 6, 202012, 2021 at 11:008:30 a.m. (IST)(EDT) (1:30 p.m. (Irish Time)) via a live webcast. Please visit www.proxydocs.com/PRGO for more details.

Given the ongoing public-health crisis caused by the coronavirus (COVID-19) pandemic, related governmental and private sector actions, and the importance of safeguarding the health and well-being of our employees and shareholders; we will be conducting this year’s AGM in a virtual format only, via live webcast over the internet. We have designed the virtual AGM to provide the same rights and opportunities to participate as shareholders would have at The Westin Dublin, College Green, Westmoreland Street, Dublin 2, Ireland, The Tanner Room, to:an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. You may virtually join the AGM and vote and submit your questions during the meeting by visiting www.proxydocs.com/PRGO and following the instructions.

Meeting Agenda:

Proposals 1 – 4 are ordinary resolutions requiring the approval of a simple majority of the votes cast at the meeting. Proposal 5 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, 2019,2020, along with the related directors’ and auditor’s reports and a review of the Company’s affairs.

If you plan on attendingwish to join the meeting,virtual AGM, you may obtain admission tickets atmust be a shareholder as of the registration desk immediately record date, March 15, 2021. To participate in the AGM virtually via the Internet, please visit www.proxydocs.com/PRGO and register in advance prior to the deadline of May 10, 2021 at 5:00 p.m. (U. S. Eastern Time). Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the virtual meeting and to submit questions during the virtual meeting. Shareholders whoseYou may vote and will be able to ask questions and hear responses to questions during the AGM by following the instructions available on the

meeting website during the meeting. If you hold your shares are registered in the name ofthrough a broker, bank or other nominee should bring proofin “street name” (instead of as a registered holder) and you wish to participate and vote during the AGM, you will receive instructions from your broker, bank or certificate of ownershipother nominee that you must follow to the meeting.

While all shareholders are invitedparticipate and for your shares to attend the meeting, onlybe voted. Only shareholders of record on March 9, 202015, 2021 may vote on the matters to be acted upon at the meeting. Instructions on how to attend and participate online, including how to demonstrate proof of stock ownership are available at www.proxydocs.com/PRGO.

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 virtual 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, speakask questions and vote instead of him or her at the virtual AGM. A proxy need not be a shareholder of record.

By order of the Board of Directors

Todd W. Kingma

Executive Vice President, General Counsel

and Company Secretary

March 27, 2020[April    , 2021]

Perrigo Company plc

Proxy Statement

Table of Contents

The proxy statement, form of proxy and voting instructions are being mailed to shareholders starting on or about March 27, 2020.[April , 2021].

i  2021 Proxy Statement

Proxy Summary

Here are highlights of important information you will find in this proxy statement. As this is only a summary, we encourage you to review the complete proxy statement before you vote.

Our Virtual Annual Meeting

Logistics

Proposals

Governance

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Executive Transition/Succession Planning

Raymond P. SilcockRichard Sorota was appointed Executive Vice President, and Chief Financial OfficerPresident, Consumer Health Care Americas in March 2019,2020, following the announced separationretirement of Ronald L. Winowiecki, who had served in that role since April 2017.Jeffrey R. Needham.

20192020 Performance Update¹

In fiscal year 2019, the Company made significant progress in the first year of its three-year transformation plan as2020, management and the Board of Directors took decisive action and made significant progress in transformingits three-year plan to transform Perrigo into a consumer Self-Care market leader. Some of our highlights include:

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Compensation

Executive Compensation Principles

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Program Design

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Corporate Governance

General

We manage our business under the direction of our Board of Directors. The Chief Executive Officer (“CEO”) is a member of, and reports directly to, our Board, and members of our executive management team regularly advise our Board on those business segments for which each executive has management responsibility. Our Board is kept informed through discussions with our CEO and other officers, by reviewing materials provided to them, by visiting our offices and by participating in Board and committee meetings.

Corporate Governance Guidelines

The Board of Directors has adopted Corporate Governance Guidelines that are available on our website (http://www.perrigo.com) under the heading Investors – Corporate Governance – Governance Guidelines. The Board may amend these guidelines from time to time. We will mail a copy of these guidelines to any shareholder upon written request to our Company Secretary, Todd W. Kingma, at Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland or by email at GeneralMeeting@perrigo.com. As part of our ongoing commitment to corporate governance, we periodically review our corporate governance policies and practices for compliance with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of both the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”).

Code of Conduct

Our Code of Conduct acknowledges that a reputation for ethical, moral and legal business conduct is one of Perrigo’s most valuable assets. In addition to acknowledging special ethical and legal obligations for financial reporting, the Code requires that our employees, officers and directors comply with laws and other legal requirements, adhere to our policies and procedures, avoid conflicts of interest, protect corporate opportunities and confidential information, conduct business in an honest and ethical manner and otherwise act with integrity and in Perrigo’s best interest. Our Code of Conduct is available on our website (http://www.perrigo.com) under the heading Investors – Corporate Governance – Code of Conduct, and we will promptly post any amendments to or waivers of the Code on our website. We will mail a copy of our Code of Conduct to any shareholder upon request to our Company Secretary, Todd W. Kingma, at Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland, or at GeneralMeeting@perrigo.com.

Director Independence

Our Corporate Governance Guidelines provide that a substantial majority of our directors should meet NYSE independence requirements. A director will not be considered independent unless the Board of Directors determines that the director meets the NYSE independence requirements and has no relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on its most recent annual review of director independence, the Board of Directors has determined that eightten of our current ninedirectorselevendirectors are independent, including Bradley A. Alford, Orlando D. Ashford, Rolf A. Classon, Katherine C. Doyle, Adriana Karaboutis, Jeffrey B. Kindler, Erica L. Mann, Donal O’Connor, Geoffrey M. Parker, and Theodore R. Samuels. Murray S. Kessler is not independent under these standards because he is currently serving as an officer of Perrigo.

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In making its independence determination, the Board of Directors has broadly considered all relevant facts and circumstances and concluded that there are no material relationships that would impair these directors’ independence.

Board Oversight of Risk

While management is responsible forday-to-day risk management, the Board of Directors is responsible for the overall risk oversight, and the Audit Committee is responsible for the overall framework for the risk assessment and enterprise risk management (“ERM”) process for the Company. The Board’s committees take the lead in discrete areas of risk oversight when appropriate. For example, the Audit Committee is primarily responsible for risk oversight relating to financial statements,statements; the Remuneration Committee is primarily responsible for risk oversight relating to executive compensation and the Company’s compensation policies and practices, along with corporate culture and diversity,diversity; and the Nominating & Governance Committee is primarily responsible for risk oversight relating to corporate governance and cybersecurity, along with sustainability and environmental matters. These committees report to the Board of Directors on risk management matters.

Management periodically presents to the Board of Directors its view of the major risks facing the Company, which may include a dedicated “enterprise risk management” presentation. Matters such as risk appetite and management of risk are also discussed at this meeting. In addition, risk is regularly addressed in a wide range of Board discussions, including those related to segment or business unit activities, specific corporate functions (such as treasury, intellectual property, capital allocation and taxation matters), acquisitions, divestitures and consideration of other extraordinary transactions. As part of these discussions, our directors ask questions, offer insights and challenge management to continually improve its risk assessment and management. The Board has full access to management as well as the ability to engage advisors to assist the Board in its risk oversight role.

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Board Leadership

Our governance documents provide the Board with flexibility to select the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s shareholders.

Our current leadership structure consists of a separate Chairman of the Board and Chief Executive Officer, and strong, active independent directors. The Board believes that the Company and its shareholders are well-served by this leadership structure at this time. In addition, having three independent Board Committees chaired by independent directors provides a formal structure for strong, independent oversight of the President and Chief Executive Officer and the rest of the Company’s management team.

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shareholder communications were done virtually due to COVID-19 travel restrictions. We were able to conduct meaningful dialogue with many of our top shareholders, as well as numerous other current and prospective shareholders, on topics such as our business performance and overall corporate strategy, capital allocation, industry and market trends, corporate governance, M&A strategy and executive compensation. Our shareholders have provided us with valuable feedback and external viewpoints that inform the way we think about our business and strategy, and we are committed to a continuing dialogue.

Anti-Hedging and Anti-Pledging Policies

Our insider trading policy prohibits executive officers and directors of the Company from trading in options, warrants, puts and calls or similar instruments on Company securities and holding Company securities in margin accounts, as well as from pledging Company securities as collateral for a loan. In addition, the policy prohibits Company directors and all employees, including executive officers, from selling Company securities “short”, engaging in “short sales against the box”, and entering into hedging or monetization transactions or similar arrangements with respect to Company securities.

Corporate Social Responsibility – Program Overview

Perrigo is committed to doing business in a socially, environmentally, and fiscally responsible manner. Our approach to Corporate Social Responsibility (“CSR”) is simple – it consists of a

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Environmental, Social & Governance (ESG)

Perrigo is committed to doing business in a socially, environmentally and fiscally responsible manner and being transparent with its reporting. That commitment is reflected in our well-established governance (as described above), corporate responsibility and sustainability programs as well as by our board oversight of governance and sustainability. We have self-reported on our ESG impact, goals, and progress in our Corporate Social Responsibility Report since 2013, which is published annually mid-year and can be found under “Corporate Social Responsibility” (CSR) on perrigo.com. Much of the below information can be found in the most recent report, which will be refreshed upon the next publication later this year.

Our Framework: The United Nations Sustainable Development Goals (SDG)

In 2020, Perrigo proudly adopted the United Nations SDGs as a global framework and committed to several specific targets within this framework for our ESG strategy, which are discussed here. More specifically, we committed to targets within Goals 12 and 13 related to the environment, targets within Goals 3 and 4 for education and wellness social impact, and targets within Goals 5 and 10 for diversity and inclusion initiatives. These initiatives are overseen primarily by the Nominating & Governance Committee, which is responsible for risk oversight relating to corporate governance, cybersecurity, sustainability and environmental matters.

While we adopted the UN SDG, we seek to accommodate aspects of other ESG reporting frameworks, including the Sustainability Accounting Standards Board (SASB), the Task Force on Climate-Related

Disclosures (TFCD), and the Carbon Disclosure Project (CDP) standards. We will continue to enhance our reporting consistent with these frameworks.

SUSTAINABILITY AND CLIMATE CHANGE SDG targets 12.2, 12.5, 12.6 and SDG targets 13.2 and 13.3

Perrigo’s commitment to the environment is supported by our global drive to enhance the sustainability of our operations, packaging, and supply chain as highlighted below. We formalized that commitment in 2015 by establishing a corporate sustainability strategy focused on reducing the environmental impact in these areas through 2020. Our performance through 2019 is summarized below. We will provide updated information on 2020 and the next iteration of our sustainable operations strategy and goals later this year in our 2021 CSR report.

Perrigo’s vision is to “make lives better, by bringing quality affordable self-care products that consumers trust, everywhere they are sold”. We are proud to save consumers billions of dollars a year on healthcare costs by providing high quality, affordable brands and brand alternatives. But our commitment to making lives better does not end there. We are also dedicated to promoting well-being initiatives for our employees, education and community engagement and giving, diversity and inclusion, and ethical supply chains.

GOOD HEALTH AND WELLBEING SDG targets 3.2, 3.4, and 3.5

Promoting good health and well-being is what we do. Perrigo develops thousands of affordable products that enhance health and well-being, such as nutritional products, diabetes care, and nicotine replacement (supporting SDG goals 3.2, 3.4, and 3.5). However, we go beyond the inherent social benefits of our business model.

The Perrigo Company Charitable Foundation: Established in 2000, the Perrigo Company Charitable Foundation is a private, nonprofit organization wholly funded by Perrigo Company plc. As the philanthropic arm of the company, the Perrigo Foundation supports initiatives that promote investments in healthcare, education, and support services in communities where Perrigo operates. It also makes annual “signature gift” donations, as well as donation matching, scholarship programs, disaster relief, and charitable donations to incent associates to volunteer their own time.

The Perrigo Foundation donated a record $3.25 million in cash across the globe during 2020, with an additional $2.2 million worth of products donated to support COVID relief and other critical needs.

Visit the Corporate Responsibility page on www.perrigo.com to learn more.

Employee Wellness: Launched in 2016, Perrigo’s HEALTHYyou well-being program supports team members and their families in their holistic wellbeing. In addition to offering online tools, healthcare discounts, and a number of other benefits, Perrigo maintains both an onsite fitness and medical center at our largest campus in Allegan, Michigan, while offering fitness center reimbursements for employees not in Allegan.

COVID Response: At the onset of the pandemic, Perrigo shifted the manufacturing priority away from higher profit products to focus on those items that society needed. At the news of a mass shortage of hand sanitizer, we quickly developed and produced a formula in our New York facility, donating hundreds of thousands of units of hand sanitizer, together with nutritional drinks, toothbrushes, thermometers, medical kits, in multiple countries around the world. In addition to the more than $1 million in product donated in April 2020, the Perrigo Foundation donated over $600,000 in cash to support blood drives and local food charities.

QUALITY EDUCATION SDG targets 4.1 – 4.7

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Due to the heavy reliance on Science, Technology, Engineering, and Math within our industry

and company, SDG Goal 4 is a passion for our employees and the other key focus for giving by the Perrigo Foundation. Last year, we donated over $765,000 in support of promoting quality education, supporting targets 4.1- 4.7.

Perrigo maintains programs such as Caring 4 Communities, which donated more than $16,000 in 2019 to nonprofits based on time volunteered at that nonprofit by our associates. Perrigo partners with a number of local schools and nonprofits to support other unique and impactful programs, such as the “Bigs in Business” mentor program, Society of Women’s Engineers, and MiCareerQuest.

Diversity and Inclusion (D&I): Perrigo’s inclusive culture values the unique diversity of our workforce, the consumers we serve, and our surrounding communities. We are committed to helping end inequity and promote acceptance and belonging across the globe. Our commitment to self-care, relentless obsession with our people and consumers, strong moral compass, and evolving social issues serve as our D&I guide.

Our three-year strategy focuses on driving maturity in three key areas:

We have set several D&I goals for 2021, including:

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Global Diversity Statistics

Global D&I Campaigns: We highlight key D&I topics throughout the year to educate, engage and inspire our associates. Our recent topics include:

D&I and COVID: Perrigo educated our workforce on avoiding any social stigma associated with COVID-19 and leaders were informed about how COVID-19 is disproportionately impacting people of color. Leaders and Human Resources partnered with each individual essential worker, as needed, to discuss healthcare, childcare, mental well-being and more. All associates that could work at home, were set up with the resources and support needed for success. Leaders met regularly to discuss the unique needs of our diverse workforce, as we navigate a global health pandemic.

Together, we make lives better!

Visit the Diversity and Inclusion page on www.perrigo.com to learn more.

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Human Rights and Supply Chain Ethics:

Perrigo’s Human Rights policy and commitments take a zero-tolerance stance on modern slavery, human trafficking, and all other forms of human rights abuse. Our Ethical and Social Compliance Program monitors our suppliers around the globe and is designed to ensure they are operating in accordance with our ethical expectations. In 2019, we conducted more than 85 third-party ethical and social compliance audits in our supply chain, an increase from 15 the year before. We also added 18 additional sites and suppliers into the Sedex platform, the world’s largest collaborative platform for companies to share responsible sourcing data and progress.

For more information on our approach to Human Rights, see our modern slavery statement at https://www.perrigo.com/modernslaverystatement.

Human Capital Management

We are passionate about making lives better. At Perrigo, we believe that the continuous personal and professional development of our people is an important component of our ability to attract, retain, and motivate top talent, which are all important aspects of our self-care strategy. Our global workforce consists of more than 11,500 full time and part time employees spread across 34 countries, of which approximately 17% were covered by collective bargaining agreements as of December 31, 2020. We continuously endeavor to provide a diverse, inclusive, and safe work environment so our colleagues can bring their best to work, every day. We are all responsible for upholding Perrigo’s Core Values – Integrity, Respect, and Responsibility – in addition to the Perrigo Code of Conduct which, together, form the foundation of all our policies, procedures, and practices. Together, we drive Perrigo forward to deliver on our vision to make lives better by bringing Quality, Affordable Self-Care Products that consumers trust everywhere they are sold.

Compensation, Benefits, Health, Safety, and Well-being

Perrigo’s commitment to self-care starts with our own team. Our top priority during the global COVID-19 pandemic has been, and continues to be, the safety of our colleagues. When faced with the challenges of this pandemic, we focused on understanding and supporting each diverse individual and the unique circumstances impacting their ability to serve as an essential worker. We have implemented safety measures to protect our on-site essential colleagues, while asking those who can safely work from home to do so. On-site, we’ve implemented a multi-step pre-screening process before entry into any facility, deep-cleaning protocols, and other safety precautions, all consistent with the rules and guidelines in each jurisdiction. As a thank you for their bravery and commitment, management issued a special cash bonus for our colleagues who worked on-site to keep our products flowing to consumers.

We strive to provide pay, benefits and services that support the total well-being of our people, which is an exceptionally important topic within Perrigo. Our total rewards package delivers competitive pay, broad-based stock grants, cash-based annual incentives, healthcare, retirement benefits, paid time off, and on-site services, amongst other benefits.    

Perrigo’s total rewards complement a strong health and safety culture that continues with our global well-being program designed to inspire colleagues to maintain and improve their health. Launched in 2016, Perrigo’s “HEALTHYyou” well-being program continues to support colleagues and their families as they

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navigate their own self-care and well-being journeys. Our colleagues highly value this program and it continues to be recognized externally by receiving the Best and Brightest in Wellness^™ Award since 2017.

Growth, Development, and Engagement

We are committed to engaging our colleagues and to fostering a belonging culture, where our people feel enabled to contribute their best to Perrigo’s self-care transformation. This includes initiatives supporting overall job satisfaction, diversity and inclusion, personal and professional skill development, work/life balance, and an environment that encourages good health and safety, while upholding our core values of Integrity, Respect, and Responsibility.

Perrigo regularly conducts global engagement surveys to gather feedback from colleagues to identify strengths and opportunities within our culture. Additionally, we use a variety of channels to facilitate open and direct communication, including regular open forums and town hall meetings with our executive leadership team.    

Our development philosophy focuses on a 70-20-10 approach, which provides a practical, blended framework for learning to support individual long-term success (where individuals obtain 70% of their knowledge from job-related experiences, 20% from interactions with others, and 10% from formal educational events). We believe this model enables our people to deliver on our self-care vision by empowering them to be their best and make a difference to Perrigo Colleagues, Customers, Consumers, Communities, and Shareholders.

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Board of Directors and Committees

Perrigo’s Board of Directors met 89 times during 2019.The2020. The Board of Directors has standing Audit, Remuneration and Nominating & Governance Committees, and there waswere a total of 2122 committee meetings during 2019.2020. Each director attended at least 75% of the regularly scheduled and special meetings of the Board and Board committees on which he or she served during 2019.2020.

We encourage all of our directors to attend our annual general meetings, and all directors then serving participated in the AGM in 2019 except for one who was unavailable due to illness.2020.

The Board has adopted a charter for each of the Audit, Remuneration and Nominating & Governance Committees that specifies the composition and responsibilities of each committee. Copies of the charters are available on our website (http://www.perrigo.com) under Investors – Corporate Governance – Committees and are available in print to shareholders upon request to our Company Secretary, Todd W. Kingma, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland, or GeneralMeeting@perrigo.com.

Audit Committee

During 2019,2020, the Audit Committee met 86 times. Until April 26, 2019,July 29, 2020, the Audit Committee consisted of the following independent directors: Donal O’Connor (Chair), Laurie Brlas and Geoffrey M. Parker.Parker and Theodore R. Samuels. Since that time the Audit Committee has consisted of the following independent directors: Donal O’Connor (Chair), Katherine C. Doyle, Geoffrey M. Parker and Theodore R. Samuels.

The Audit Committee monitors our accounting and financial reporting principles and policies and our internal controls and procedures. It is directly responsible for the compensation and oversight of the work of the independent registered public accounting firm in the preparation and issuance of audit reports and related work, including the resolution of any disagreements between management and the independent registered public accounting firm regarding

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The Remuneration Committee reviews and recommends to the Board compensation arrangements for the CEO andnon-employee directors. It also reviews and approves the annual compensation for executive officers, including salaries, annual incentives, and long-term incentive compensation. The Remuneration Committee administers Perrigo’s annual incentive and long-term incentive plans. The Remuneration Committee also reviews and makes recommendations to the Board regarding corporate culture, diversity and inclusion initiatives.

The Remuneration Committee engaged Frederic W. Cook & Company, Inc. (“FW Cook”) as its independent consultant to provide independent, outside perspective and consulting services on Perrigo’s executive compensation andnon-employee director programs. Additionally, FW Cook assists the Committee in considering and analyzing market practices, trends, and management’s compensation recommendations. Perrigo did not retain FW Cook to perform any other compensation-related or consulting services for the Company. Interactions between FW Cook and management were generally limited to discussions on behalf of the Committee or as required to compile information at the Committee’s direction. Based on these factors, its own evaluation of FW Cook’s independence pursuant to the requirements approved and adopted by the SEC and the NYSE, and information provided by FW Cook, the Committee has determined that the work performed by FW Cook did not raise any conflicts of interest.

Additional information regarding the processes and procedures of the Remuneration Committee is presented in the Compensation Discussion and Analysis, beginning on page 14.22.

Nominating & Governance Committee

During 2019,2020, the Nominating & Governance Committee met 48 times. The Nominating & Governance Committee consistedcurrently consists of the following independent directors: Jeffrey C. Smith (Chair), Gary M. Cohen and Adriana Karaboutis until April 26, 2019, with Jeffrey C. Smith (Chair), Rolf A. Classon and Adriana Karaboutis serving until August 2019 when Mr. Smith resigned from the Board to focus on other opportunities. Since that time the Nominating & Governance Committee consists of Adriana Karaboutis (Chair, appointed in October 2019), Rolf A. Classon, and Theodore R. Samuels serving for the remainder of their term.Samuels.

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individual Committees and identify areas that may merit further focus or consideration. The results of the assessments are reviewed and discussed by members of the Nominating & Governance Committee, which then reports to and leads a discussion with the full Board.

Shareholder Communications with Directors

Shareholders and other interested parties may communicate with any of our directors or with the

independent directors as a group by writing to them in care of our Company Secretary, Todd W. Kingma, at Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland. Relevant communications will be distributed to the appropriate directors depending on the facts and circumstances outlined in the communication. In accordance with the policy adopted by our independent directors, any communications that allege or report significant or material fiscal improprieties or complaints about internal accounting controls or other accounting or auditing matters will be immediately sent to the Chair of the Audit Committee and, after consultation with the Chair, may be sent to the other members of the Audit Committee. In addition, the Chairman of the Board will be advised promptly of any communications that allege misconduct on the part of Perrigo management or that raise legal or ethical concerns about Perrigo’s practices or compliance concerns about Perrigo’s policies. The General Counsel maintains a log of all such communications, which is available for review by any Board member upon his or her request.

Director Nominations

The Nominating & Governance Committee is responsible for screening and recommending candidates for service as a director and considering recommendations offered by shareholders in accordance with our Articles of Association. The Board as a whole is responsible for approving nominees. The Nominating & Governance Committee recommends individuals as director nominees based on various criteria, including their business and professional background, integrity, diversity, understanding of our business, demonstrated ability to make independent analytical inquiries and the willingness and ability to devote the necessary time to Board and committee duties. A director’s qualifications in meeting these criteria are considered at least each time the director is recommended for Board membership. Should a new director be needed to satisfy specific criteria or to fill a vacancy, the Nominating

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Proxy Access

In JulyProxy access has been a part of Perrigo since 2017 upon the recommendation of our Board, our shareholders overwhelmingly approved amending our Articles of Association to implement proxy access. Proxy accessand allows eligible shareholders to include their own director nominees in Perrigo’s proxy materials along with the candidates nominated by the Board. This right is summarized in this proxy statement under “Voting Information – How do I use proxy access to nominate a director candidate for the next AGM?”

Board Refreshment

The Board is committed to thoughtful board refreshment and ongoing board succession planning. During 2016 and 2017, seven new independent directors were added to our Board. Mr. Kessler was appointed as a director upon his appointment as our President and CEO in October 2018. Erica Mann was appointed to the Board in 2019. Katherine C. Doyle and Orlando D. Ashford were appointed to the board in July 2020 and December 2020, respectively.

As of the date of the AGM, the average tenure of ournon-employee directors will be approximately 2.9years.3.36 years.

Stock Ownership

Under our Corporate Governance Guidelines, each director who is not a Perrigo employee is required to attain stock ownership at a level equal to six times his or hertheir annual cash retainer.retainer, or $450,000. Non-employee directors are subject to the same definition of stock ownership and retention requirements as executive officers, theofficers. The details of whichthe Stock Ownership Guidelines (“SOGs”) are described in the Compensation Discussion and Analysis – Other Policies, Practices and Guidelines – Executive Stock Ownership Guidelines section, on page 27.34. All of ournon-employee directors and named executive officers are in compliance with these guidelines, either by satisfying applicable ownership levels or complying with the retention requirements.

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Certain Relationships and Related-Party Transactions

Our Code of Conduct precludes our directors, officers and employees from engaging in any type of activity, such as related-party transactions, that might create an actual or perceived conflict of interest. In addition, our Board of Directors adopted a Related-Party Transaction Policy that requires that all covered related-party transactions be approved or ratified by the Nominating & Governance Committee. Under that policy, each executive officer, director or

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Director Compensation

The Remuneration Committee reviews and makes a recommendation to the Board regardingnon-employee director compensation. In determining the level and mix of compensation fornon-employee directors, the Remuneration Committee considers peer and other market data, practices and trends as well as information and analyses provided by FW Cook, its independent consultant.

In 2019,2020, all of ournon-employee directors were paid an annual cash retainer, and a supplemental annual cash retainer was also paid to committee chairs, the Chairman, andnon-chair committee members all as described below.

For 2019,2020, our Chairman of the Board and othernon-employee directors received annual equity awards in the form of restricted stock units having a value of approximately $375,000 and $300,000, respectively. These awards vest on the earlier of one year from the grant date or the date of the next AGM and are intended to directly link an elementthe majority of director compensation to shareholders’ interests.

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The following table summarizes the 20192020 compensation of ournon-employee directors who served during the year.

Director Compensation

1) Represents the grant date fair value of 6,0545,804 service-based restricted stock units granted to eachnon-employee director on May 15, 20197, 2020, calculated in accordance with U.S. GAAP. As Chair of the Board, Mr. Classon received 7,5687,255 service-based restricted stock units. Ms. Doyle received 5,637 service-based restricted stock units on August 12, 2020. The shares vest one year after the grant date. The grant date fair value is based on $49.55 per share, the closing price of Perrigo Company plc ordinary shares on the NYSE on the grant date.date which was $51.69 per share for all directors, except for Ms. Doyle, which was $53.22. No other unvested stock awards were outstanding as of December 31, 2019.2020.

2) Ms. Brlas leftMr. Ashford joined the Board on April 25, 2019.December 15, 2020.

3) Mr. Cohen leftMs. Doyle joined the Board on April 25, 2019.July 29, 2020.

4) Mr. Smith left the Board on August 7, 2019.

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Ownership of Perrigo Ordinary Shares

Directors, Nominees and Executive Officers

The following table shows how many Perrigo ordinary shares the directors, nominees, and named executive officers, individually and collectively, beneficially owned as of March 9, 2020.15, 2021. The percent of class owned is based on 136,126,650 Perrigo ordinary shares outstanding as of that date. The named executive officers are the individuals listed in the Summary Compensation table on page 31.38.

Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a shareholder can vote or transfer and stock options and restricted stock units that are vested currently or become vested within 60 days. Except as otherwise noted, the shareholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them.

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* Less than 1%.

1) Includes stock options that are exercisable within 60 days of the record date as well as restricted stock units that willmay vest within 60 days of the record date.

2) Shares owned include 1,198 shares in a retirement fund.

3) Shares owned include 150 shares in a revocable trust, of which Mr. Parker and his spouse are the trustees, and 5,500 shares in the Geoffrey Parker Roth IRA.

4) Shares owned include 11,61818,118 shares in the Ted and Lori Samuels Family Trust, of which Mr. Samuels and his spouse are the trustees.

5) All 7,20010,028 shares are owned indirectly via the Panel ApS, an entity wholly-owned by Mr. Andersen.

6) Shares owned include 2,000 shares in Mr. Kingma’s Charitable Remainder Uni-Trust.

7) Shares owned include 369 shares in a retirement fund.

8) See footnotes 1 through 5.7. Includes directors and executive officers as of 15 March 9, 2020.2021.

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Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires that Perrigo’s executive officers, directors

and 10% shareholders file reports of ownership and changes of ownership of Perrigo ordinary shares with the SEC. Based on a review of copies of these reports filed with the SEC and written representations from executive officers and directors, all filing requirements were met during 2019,2020, such that there were no delinquent reports in 2019.2020.    

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Executive Compensation

Compensation Discussion and Analysis

Introduction

In 2019, we introduced a new Self-Care Vision and Consumer focus that leverages both our core competencies and shifting consumer preferences towards self-care, setting a solid framework for future growth in the global self-care market. While this is a three-year transformational plan, ourfiscal year 2020, management and the Board of Directors took decisive action and made significant progress in year one by taking decisive action against the strategyits three-year plan to reconfiguretransform Perrigo into a consumer Self-Care market leader. Some of our product portfolio, deliver on our base plan, increase productivity, allocate capital and deliver consistent and sustainable results in line with consumer-packaged good peers. 2019 highlights include:

2019 Performance⁴

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Our Named Executive Officers for 20192020

In March 2019, the Board appointed Raymond P. Silcock as Chief Financial Officer, following the announced separation of Ronald L. Winowiecki, who had served in that role since April 2017.

Perrigo’s named executive officers (“NEO”) for 20192020 were:

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2019

2020 Compensation Decisions

The Committee’s key compensation decisions, based on the Company’s results in 2019,2020, were aligned with actual performance in the year:

What Guides Our Executive Compensation Program

Our Executive Compensation Principles

Perrigo’s executive compensation program is designed to attract, motivate and retain our entire executive team, including our named executive offers,officers, who are critical to the execution of Perrigo’s Self-Care strategy and the long-term success of the company. Perrigo’s executive compensation program reflects our core principles:

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The core elements of our executive compensation program are summarized in the table below.

The charts below show the target compensation of our current CEO in 20192020 and our other NEOs for fiscal 2019.2020. These charts illustrate that a majority of NEO compensation is performance-based andand/or variable (89%(88% for our CEO and an average of 74%77% for our other NEOs). The weighting of these pay elements is consistent with the market and best practices and puts a largesubstantial majority of the NEOs’ total direct compensation at risk if performance goals are not achieved or if Perrigo performance declines.

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additional analyses for various termination events are provided (including terminations with and without cause and for death, disability, retirement or following a change of control) so that the Committee can consider and understand the nature and magnitude of potential payouts and obligations under the various circumstances. The information is prepared by management and reviewed by FW Cook, generally containing data that are substantially similar to that contained in the tables on presented below.

The Role of Management. The CEO makes recommendations to the Committee regarding the compensation of all other executive officers for the Committee’s approval. The CEO does not participate in the deliberations of the Committee regarding his own compensation. Management is responsible for implementing the executive compensation program as approved by the Committee and the Board.

The Role of the Independent Consultant. For 2019,2020, the Committee continued to engage FW Cook as its independent remuneration consultant to provide advice on various aspects of our executive andnon-employee director compensation programs. Other than the support that it provided to the Committee, FW Cook provided no other services to the Company or Perrigo management.

The Role of Market Comparison Data.The Committee uses information provided by FW Cook regarding the compensation practices of select companies (the “Peer Group”), in addition to applicable broader market data, as one of the factorsan element in evaluating both the structure of our executive compensation program and target levels of compensation. Management also periodically reviews survey and industry data from Mercer Human Resource Consulting,Willis Towers Watson, Aon Hewitt, the Korn Ferry Hay Group, and others regarding the market positioning for base salary, annual, and long-term incentive target levels for all employees, including executives. The Committee considers this information, together with the factors described above under “Our Executive Compensation Principles”, on page 17,25, in determining executive compensation.

For fiscal 2019, the Committee undertook a review of the Peer Group. The Committee continued to focus on comparably sized pharmaceutical and consumer goods companies, taking into account continued consolidation in the pharmaceutical industry, as well as Perrigo’s developing strategy and business focus. With the assistance of its independent consultant and management, the Committee considered additions and deletions to the

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In addition to market comparison data, the Committee also considers an individual’s competencies, experience, and overall performance against measurable objectives; Company, segment, and divisiondivisional financial and strategic performance; and the aggregate costexpense and benefit of executive rewards to Perrigo. Ultimately, considerationConsideration of market comparison data in setting compensation levels is ultimately intended to ensure that our compensation practices are competitive in terms of attracting, motivating, rewarding and retaining executive leaders.leaders who can, and do, drive Perrigo’s long-term performance.

20192020 Executive Compensation Program in Detail

Base Salaries

* AppointedAmounts paid in pounds sterling or euros were converted to CFO in March 2019.U.S. dollars based on foreign exchange rates on the last day of the respective fiscal year.

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our results, the Committee has, or, in the case of the CEO, the independent directors have, the discretion to adjust any executive officer’s actual award down to as low as 0% payout based on overall individual performance. The maximum incentive award payout for any individual executive is capped at 200% of the target award opportunity.

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For purposes of the AIP, Corporate Revenue and Corporate Adj. OI represented net sales and adjusted operating income of our consumer businesses, excluding our pharmaceutical division,segment, which we are preparingintending to divest.

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