MNK 8-K 03.21.14



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): March 20, 2014
 
Mallinckrodt public limited company

(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.)


Damastown, Mulhuddart
Dublin 15, Ireland
(Address of principal executive offices) (Zip Code)
 
Registrant's telephone number, including area code:  +353 1 880-8180
 

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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))











Item 5.07    Submission of Matters to a Vote of Security Holders.

At Mallinckrodt plc's ("the Company") Annual General Meeting of Shareholders on March 20, 2014, the shareholders:

•
elected all nine of the Company's nominees for director;
•
appointed Deloitte & Touche LLP to serve as the Company's independent auditors for the fiscal year ending September 26, 2014 and authorized the Audit Committee to set the auditor's remuneration;
•
approved on an advisory basis, the compensation of the Company's named executive officers described in the proxy statement;
•
recommended that future shareholder advisory votes on executive compensation be held annually;
•
authorized the Company and/or any subsidiary of the Company to make market purchases of Company shares; and
•
authorized the price range at which the Company can reissue shares it holds as treasury shares (Special Resolution).

Shares were voted on these proposals as follows:

Proposal 1(a)-(i). To re-elect nine (9) directors to hold office until the Company's next Annual General Meeting of Shareholders:
Nominees
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
(a)
Melvin D. Booth
 
49,157,314

 
1,117,663

 
12,367

 
3,394,216

(b)
David C. Carlucci
 
48,656,435

 
1,618,644

 
12,265

 
3,394,216

(c)
J. Martin Carroll
 
48,991,408

 
1,283,304

 
12,632

 
3,394,216

(d)
Diane H. Gulyas
 
48,656,733

 
1,617,892

 
12,719

 
3,394,216

(e)
Nancy S. Lurker
 
47,512,915

 
2,761,748

 
12,681

 
3,394,216

(f)
JoAnn A. Reed
 
49,128,201

 
1,146,548

 
12,595

 
3,394,216

(g)
Mark C. Trudeau
 
49,156,014

 
1,118,911

 
12,419

 
3,394,216

(h)
Kneeland C. Youngblood, M.D.
 
48,987,168

 
1,287,533

 
12,643

 
3,394,216

(i)
Joseph A. Zaccagnino
 
48,985,135

 
1,289,088

 
13,121

 
3,394,216


Proposal 2. To appoint Deloitte & Touche LLP as the independent auditors of the Company and to authorize the Audit Committee of the Board of Directors to set the auditors' remuneration:
For:
 
Against:
 
Abstain:
53,315,131
 
338,304
 
28,125

Proposal 3. To approve, on an advisory basis, the compensation of the Company's named executive officers described in the proxy statement:
For:
 
Against:
 
Abstain:
 
Broker Non-Votes:
44,648,628
 
5,160,529
 
478,187
 
3,394,216





Proposal 4. To approve, on an advisory basis, the frequency of future advisory votes on executive compensation:

1 Year
 
2 Years
 
3 Years
 
Abstain
45,103,150
 
56,274
 
5,058,000
 
69,920

Proposal 5. To authorize the Company and/or any subsidiary of the Company to make market purchases of Company shares:

For:
 
Against:
 
Abstain:
53,370,130
 
70,057
 
198,824

Proposal 6. To authorize, via special resolution, the price range at which the Company can reissue shares that it holds as treasury shares:

For:
 
Against:
 
Abstain:
53,290,878
 
124,776
 
223,357






SIGNATURES
 
Pursuant to the requirements of Section 12 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 PUBLIC LIMITED COMPANY
 
 
 
 
(registrant)
 
 
 
 
 
Date:
March 21, 2014
 
By:
/s/ Peter G. Edwards
 
 
 
Name:
Peter G. Edwards
 
 
 
Title:
Senior Vice President and General Counsel