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Perrigo to reconstitute board with five new independent directors

PerrigoPerrigo Company plc announced that it has entered into an agreement with Starboard Value LP regarding the membership and composition of the Perrigo board of directors and certain customary standstill restrictions.

Under the terms of the agreement, Jeffrey Smith, Starboard's CEO and Chief Investment Officer, Bradley Alford and Jeffrey Kindler have been appointed to the Perrigo Board, effective immediately, and Starboard will also be recommending two additional independent directors to be added to the Perrigo Board.

READ MORE Perrigo announces leadership change in Rx pharmaceuticals segment

Jeffrey Smith is a Managing Member, CEO, and Chief Investment Officer of Starboard Value LP. Mr. Smith has extensive experience in best-in-class corporate governance practices and significantly improving value at underperforming companies.

He currently serves as Chairman of the Board of Advance Auto Parts, Inc. and serves on the Board of Yahoo! Inc.

Formerly Mr. Smith was Chairman of the Board of Darden Restaurants, Inc. and Phoenix Technologies Ltd., and sat on the Boards of many other companies.

He will chair Perrigo's Nominating and Governance Committee and join Perrigo's Remuneration Committee.

Jeff Kindler is a Venture Partner at Lux Capital and serves a CEO of Centrexion Corporation, which is a privately held bio therapeutics company that develops pain therapies.

In addition, Mr. Kindler serves as Executive Chairman of vTv, Managing Director at Starboard Capital Partners (unrelated to Starboard Value LP or any of its affiliates), and advisor to a number of healthcare companies.

Prior to this, Mr. Kindler was Chairman and CEO of Pfizer, Vice President of Litigation and Legal Policy at General Electric Company, Executive Vice President and General Counsel at McDonald's, and President at Partner Brands.

In addition, he has served as Member and Chairman on a number of Boards of Directors. Jeff will chair Perrigo's Remuneration Committee and join Perrigo's Audit Committee.

Bradley Alford is an Operating Partner at Advent International Corporation. He also serves as a Director of Avery Dennison Corporation, and a Director of Conagra Brands, Inc. and Unified Grocers, Inc.

Mr. Alford was the former Chairman and Chief Executive Officer of Nestlé USA. Nestlé USA is the largest division within Nestlé.

Mr. Alford spent his entire career with Nestlé, or companies acquired by Nestlé. Throughout his career, he has been focused on initiatives to improve processes and facilitate best practices across an organization.

He will join Perrigo's Nominating and Governance Committee.

Current directors, Herman Morris, Shlomo Yanai, Michael Jandernoa, and Gary Kunkle will step down from the Board effective immediately.

Ellen Hoffing will step down from the Board upon the appointment of the second additional Board member recommended by Starboard at a later date.




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