Questions and Answers and Voting Information

Please see the Questions and Answers and Voting Information section beginning on page 9179 for important information about voting, the proxy materials, and deadlines for submitting shareholder proposals and director nominees for the 20232025 Annual General Meeting of Shareholders. Additional questions may be directed to Perrigo Company plc, Attn: General Counsel, Sharp Building, Hogan Place, Dublin 2, D02 TY74, Ireland or GeneralMeeting@perrigo.com.

				vi

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 for day-to-day risk management, the Board of Directors is responsible for the overall risk oversight, including environmental, socialcybersecurity and governanceEnvironmental, Social and Governance (“ESG”) risks, 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; the Talent & Compensation 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; 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”ERM 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.management of identified risks. Additionally, independent directors have the opportunity meet in executive sessions with management and compliance leaders. The Board has full access to management as well as the ability to engage advisors to assist the Board in its risk oversight role.

The following chart provides a summary overview of key areas of risk oversight for the Board and management.

				2

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,CEO, 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 OfficerCEO and the rest of the Company’s management team.

Chairman of the Board

We have had a separate, independent Chairman of the Board since 2016, and Rolf A. ClassonMr. Ashford has held the position since 2018. In November 2021, Mr. Classon announced that he would not stand for re-election to the Board at the 2022 AGM. The Board wishes to thank Mr. Classon for his years of service on the Board and to the Company and for his excellent leadership of the Board during the Company’s transition to a Self-Care company. Following the AGM, Mr. Orlando Ashford will succeed Mr. Classon as Chairman of the Board.May 2022. The role of the Chairman includes:

3  2022 Proxy Statement

The Chairman is selected from those Perrigo directors who are independent and who have not been a former executive officer of Perrigo. The Chairman position is for an initial term of three years,subject to annual reviews by our Nominating & Governance Committee, annual re-election of that director at the intervening AGMs, and an annual appointment by the independent directors.

Shareholder Engagement

We believe that ongoing, transparent communication with our shareholders is critical to our long-term success. We have a robust shareholder engagement program, and we maintain active, year-round communication with our shareholders and prospective shareholders through a number of forums, including quarterly earnings presentations, investor conferences, securities filings, phone calls, correspondence plant tours and individual meetings. These meetings enable two-way dialogue between our shareholders and the Company and provide a forum for our leadership to listen to our shareholders’ perspectives, answer any questions and engage in dialogue on any feedback they may have. During 2021, most

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, ESG, human capital and executive compensation. Throughout 2021,2023, senior management and the investor relations team met with many representatives of current and potential institutionsinstitutional investors representing trillions of dollars in assets under management.

We supplemented the above with targeted outreach to shareholders to engage on overall business strategy, executive compensation, and ESG matters. As part of that engagement, which occurred in late 2023 and early 2024, we reached out to our top 25 investors, representing 67.9% of shares outstanding. We had conversations with 9 of those investors, representing 39.8% of shares outstanding. Company participants included members from investor relations, legal, HR, sustainability & ESG, and finance. Additionally, our Chairman of the Board and Chair of the Talent & Compensation Committee ("TCC") attended several of the meetings representing 22.6% of shares outstanding. We also held meetings with two top proxy advisors.

As part of these engagement efforts, we shared the feedback received from our shareholders during last year's engagement, and the actions we have taken or plan to take to address this feedback. We also shared some proactive information related to our executive compensation philosophy and structure and solicited additional feedback. Specific details on what we heard and how we responded can be found in our Compensation Discussion and Analysis on page 21. In addition to feedback on the compensation program, investors were supportive of our approach and progress on ESG initiatives.

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 transparent dialogue. In our conversations, we heard several themes, including positive reactions to completing our transformation to a consumer self-care company, management’s ability to reduce uncertainty by favorably settling the Irish tax assessment and re-investing the proceeds from the RX divestiture with the announcement to acquire HRA Pharma.    

We also received positive feedback for our ESG efforts as we have taken steps to report against major ESG frameworks. As such, we began reporting against SASB and TCFD in 2021, in addition to the United Nations SDG. Further, in recent years, certain ESG components such as management of human capital, including diversity and inclusion, and packaging recycling have been embedded in certain senior management’s fiscal year priorities. We also expanded our disclosures regarding diversity and inclusion by issuing our first Diversity, Equity & Inclusion report in January 2022.

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

				4

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.

Political and Lobbying Activities and Expenditures

Given the naturePerrigo recognizes that investors and extent ofother stakeholders may be interested in our political and lobbying activities by many companies, shareholders are often concerned about how boards oversee these types of activities and expenditures. With this in mind, we provide the following information:

These five sustainability priorities are embedded into our three-legged sustainability strategy, with each leg having its own set of goals and objectives:

7  2022 Proxy Statement

For more details, metrics and key risk areas, see the Sustainability section of our latest CSR report.

Social and People (ESG)

Perrigo’s vision is to “make lives better, by bringing quality affordable self-care products that consumers trust, everywhere they are sold”.Human Rights: 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 goes beyond saving money for our consumers. We are also dedicated to promoting well-being initiatives for our employees; education and community engagement and giving; diversity, equity, and inclusion; and ethical supply chains.

The Perrigo Company Charitable Foundation and Community Engagement

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.

				8

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

The Perrigo Foundation donated a total of $2.6 million in cash across the globe during 2021, along with an additional $1.4 million worth of products, approximately $640,000 of which was donated specifically to support healthcare and healthcare services. Visit the Corporate Responsibility page on www.perrigo.com or the Community section of the CSR report to learn more.

Employee Wellness: See Human Capital section below for more on Employee Wellness.

Duecommitted to the heavy reliance on Science, Technology, Engineering, and Math within our industry and company, Quality Education, which is the focus of SDG Goal 4, is both a passion for our employees and the other key focus for giving by the Perrigo Foundation. Last year, we donated over $1.06 million to promote quality education in support of supporting targets 4.1- 4.7.

While significantly limited by current COVID-19 restrictions during the last two years, Perrigo employees pride themselves on strong community engagement and programs, especially relating to education. In fact, Perrigo maintains programs such as Caring 4 Communities, which donates $100 to a charity for every 10 hours an employee volunteers, as well as partnerships and mentor programs with a number of local schools and non-profits.

Diversity, Equity, and Inclusion (DEI): Perrigo’s inclusive culture values the diversity of our workforce, the consumers we serve, and our surrounding communities.Our commitment to self-care, relentless obsession with our people and consumers, strong moral compass, and evolving social issues serve as our DEI guide.

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

9  2022 Proxy Statement

Our DEI goals are focused on the following:

Global Diversity Statistics

As of December 2021

Global DEI Campaigns: We highlight key DEI topics throughout the year to educate, engage and inspire our colleagues. Our recent topics include:

				10

DEI 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. 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.

We are pleased to have launched our first DEI Report in January 2022. The report can be accessed on Perrigo.com

Together, we make lives better!

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

Human Rights and Supply Chain Ethics:

Perrigo’s Human Rights policy and commitments take a zero-tolerance stance onfight against modern slavery, human trafficking,child labor, unsafe working conditions and allany other formsform of human rights abuse. Our EthicalWe maintain a robust set of ethical standards that apply to all employees of Perrigo globally, as well as any contractors, suppliers, and Social Compliance Program monitorsother third parties doing business on our suppliers around the globe and is designed to ensure they are operating in accordance with our ethical expectations.behalf. In 2021,2022, we conducted more than 180170 third-party ethical and social compliance audits, 50 supplier visits and 120 formal self-assessments of our sites and suppliers within the supply chain.

People & Communities: As a philanthropic leader in the community, we are dedicated to cultivating a culture that makes lives better, not just through our supply chain, an increase from the 115 completedproducts but also through our actions. We firmly believe that community engagement not only directly benefits our associates but also contributes to building morale. In 2022, our contributions amounted to a total of $5.1 million in 2020. cash and products worldwide. Our primary initiatives centered on supporting employees in Ukraine and providing disaster relief for Hurricane Ian.

For more informationdetails, see the Sustainability and ESG report available on www.Perrigo.com. The next Sustainability and ESG report will be published mid-year and will cover the performance data for calendar year 2023.

Building a Winning Culture through Belonging
Where all colleagues feel welcomed, valued, respected, and heard, and part of a thriving global community.

In early 2023, Perrigo created our approachnext 3-year strategy and introduced the concept of belonging to Human Rights, seethe organization. Belonging is considered by many to be one of the most effective DEI measures, sitting at the intersection of DEI and engagement. Higher levels of belonging lead to significant increases in engagement, satisfaction, performance, how we handle adversity, well-being and more. We believe that building a winning culture through belonging helps us do our modern slavery statement at https://www.perrigo.com/modernslaverystatement.best work for ourselves, each other, and the consumers we serve.

2023 Strategy Focused Action Examples:

Diversity Data: (From 2019 to Year End 2023)

* Reflects self-disclosed gender and/or race/ethnicity reporting

2024 Priorities:

Human Capital Management

As noted earlier, Perrigo’sPerrigo has updated its vision, is"To Provide the Best Self-Care for Everyone" and its purpose to “make"Make lives better, by bringing quality affordable self-care products that consumers trust, everywhere they are sold”Better Through Trusted Health and Wellness Solutions, Accessible to All". 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 9,9009,100 full time and part time employees spread across 3433 countries, of which approximately 21%20% were covered by collective bargaining agreements as of December 31, 2021.2023. 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 allEach of us is responsible for upholding Perrigo’s Core Values – Integrity, Respect, Responsibility, and Responsibility – in addition to the Perrigo Code of Conduct which, together, form the foundation of allCuriosity and 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.Culture Framework.

Total Rewards

Our Total Rewards philosophy is to continuously attract, engage and inspire talentour People by designing compensation, benefitsTotal Rewards that reinforce Belonging at Perrigo and other programs that support the total well-being ofalign with our people.Values and Winning Culture, helping to fulfill Perrigo's Vision. Our total rewards package delivers competitive pay, cash-based incentives, broad-based stock grants, retirement benefits, leading healthcare, paid time off, and on-site services, amongst other benefits.

Well-being

11  2022 Proxy Statement

Well-being

Perrigo is pleased to offer all colleagues and their household members well-being programs including mindfulness training, life coaching, free counseling services, legal & financial guidance and referrals, education resources and more.

Over the past 18 months, we have enhancedWe continue to enhance our global well-being offering to include a global Employee Assistance Program (EAP)(“EAP”) to further empower the emotional self-care and well-being of our people and their families at no cost to them. The EAP focuses on providing resources and professional support in the areas of physical, emotional, financial, work-life, community, and educational well-being.

Additionally, we are proud to continue our “HEALTHYyou” well-being program that supports our colleagues and their families in maintaining and improving their health as they navigate their own self-care and well-being journeys. This program is highly valued by our colleagues, and it continues to be recognized externally by receiving the Best“Best and Brightest in Wellness™ Award every year since 2017.

Health & Safety

Perrigo’s commitment to self-care starts with our own team. Protecting our people on the job is imperative. From our aggressive safety goals to our behavior-based PASSPerrigo Auditing Safety System (“PASS”) observations program, our programs are some of the most robust and transparent in the industry. We work hard to exceed regulations, ensure our employees are well-trained and foster safe workplace environments. Doing so allows us to continuously deliver high-quality self-care products to our customers and consumers.

COVID-19 ResponseGrowth

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 in which we operate.

Growth

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 vision. This includes initiatives supporting overall job satisfaction and personal and professional skill development. We want to enable our colleagues to build successful careers at Perrigo while upholding our core values of Integrity, Respect, and Responsibility.

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).

The primary means of learning and development of our colleagues is through meaningful and challenging work. We are ablehave a robust process for identifying talent and matching them with opportunities to match colleagues with stretching job-related experiencesstretch through our robust talent management processes. review process.

We moved fromcontinue to develop a 3 pointhealthy pipeline of diverse internal talent to a 5-pointprogress through the organization and have healthy rates of retention. These are strong indicators of our ability to grow capability internally.

Personal development and learning are guided by ongoing conversations and feedback as part of our performance management rating scale to enable more specific performance evaluation and feedback and create greater differentiation. We have also created a set of behavioral expectations called Career Success Drivers to stress the importance of delivering results while strengthening our culture.

				12

philosophy. Our leaders are encouraged to hold regular career development conversations with our colleagues and support them to find job related experiences to help them get one step closer to reaching their potential. Our approach resulted in 1,100935 promotions and 924in 2023. Additionally, 360 people made lateral moves for colleagues in 2021.to grow their career experience.

Continuous Learning

We start this process with our new colleagues who are all given a structured orientation and onboarding for faster integration. We also empower colleagues to take control of their own development by providing access to our GROWyou personal development curriculum. We expanded access to personal and professional skill development by partneringcontinuing to partner with LinkedIn Learning. This platform providessupplements our curriculum by offering colleagues 24/7 access to over 10,00018,000 on-demand self-study courses. Growing our colleagues through ongoing challenging work opportunities and feedback relies on demand courses to colleagues to support continued growth and success.

Buildingcontinually improving the capabilityquality of our leadership. We continue to improve our ability to identify our future leaders isand provide development for them through our Leadership in Action development program. Last year 72 leaders completed the program.

We also crucial to help us navigatepiloted the increasingly dynamic environment. We invested in developing the leadership capability of 250first two of our most seniorsuite of leadership development programs in 2023 - Aspire for aspiring leaders and Impact for first time leaders. 190 colleagues participated in 2021. We also created the Leadershippilot programs in Action development program for our mid-level leaders to grow their capability.2023.

Engagement

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.

In 2023 we introduced a new survey program where we routinely track six topics, Growth, Belonging, Well-Being, Purpose, Empowerment and Clarity. In addition, we track an overall measure of engagement "eSat" which stands for engagement and satisfaction Score. eSat scores range from 0 (worst) to 100 (best), with 50 being the middle, and reflect the average response to the question: “How happy are you working at your company?”. This question has proven to have the highest correlation with the drivers of engagement, along with outcomes such as retention and productivity. The eSat question is asked with every engagement survey so that engagement can be tracked continually. Our eSat score in 2023 was 70.

including salaries, annual incentives, and long-term incentive compensation. The CommitteeTCC administers Perrigo’s annual incentive and long-term incentive plans. The CommitteeTCC also reviews and makes recommendations to the Board regarding corporate culture, diversity, equity, and inclusion initiatives.

The CommitteeTCC 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 and non-employee director programs. Additionally, FW Cook assists the CommitteeTCC 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 CommitteeTCC or as required to compile information at the Committee’sTCC’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 CommitteeTCC 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 CommitteeTCC is presented in the Compensation Discussion and Analysis, beginning on page 24.21.

Nominating & Governance Committee

During 2021,2023, the Nominating & Governance Committee met 5formally 6 times. In addition, members of the Nominating & Governance Committee met together with advisors regularly in connection with board refreshment, management succession, and self-assessment planning activities. The Nominating & Governance Committee currently consists of the following independent directors: Adriana Karaboutis (Chair), Rolf A. Classon,Orlando D. Ashford, Katherine C. Doyle and Theodore R. Samuels.Donal O'Connor.

The Nominating & Governance Committee identifies and recommends to the Board qualified director nominees. This committee also develops and recommends to the Board the Corporate Governance Guidelines applicable to Perrigo, leads the Board in its annual review of Board performance and makes recommendations to the Board with respect to the assignment of individual directors to various committees as well as succession planning.

Board oversight of global cybersecurity and information security risk

The Nominating & Governance Committee also overseesmeets separately in advance of each regular Board meeting and makes recommendationswhen needed in the event of a specific cyber threat. The Chair of the Nominating & Governance Committee regularly reports out to the Board regarding Perrigo’s cybersecurityon key matters considered by the Committee.

The Nominating & Governance Committee routinely engages with relevant management on a range of cybersecurity-related topics, including the threat environment and vulnerability assessments, policies and practices, as well. While no organization can prevent all attackstechnology trends and regulatory developments from the global threat landscape, Perrigo recognizes the critical role that Cybersecurity plays in maintaining operations. To protect the organization, Perrigo uses a “defense in depth” strategy. An industry standard frameworkChief Information Officer (“CIO”) and maturity modelChief Information Security Officer (“CISO”). The Board is used to assess our capabilities, educate associates and shape future investments. A combination of internal skillsperiodically briefed on related cybersecurity matters from other executives from Legal, Privacy, IT, and external experts are leveragedrelated to identify, detectbreach management, external attestation of the company’s cyber practices and protect against potential eventsprocesses, and evolving cyber matters that may impactinform the organization. company’s cyber strategy and approach.

The Board of Directors is an integral componentresponsible for understanding and regularly reviewing the entity’s cyber risk management strategy and execution. The Board’s Nominating & Governance Committee, comprised solely of independent Directors, is charged with oversight of risks related to global cybersecurity and operational resiliency. The Board includes at least one member with cybersecurity and technology experience.

As part of its objective, independent oversight of the key risks facing our company, the Board ensures that management is protecting the company’s data and systems, with a keen focus on global cybersecurity and information security risk which are critical components of our Cybersecurityrisk management program.

We use a risk-based, “all threats” and “defense in depth” approach to identify, protect, detect, respond to and recover from cyber threats. Recognizing that no single technology, process or business control can effectively prevent or mitigate all risks, we employ multiple technologies, processes and controls, all working independently but as part of a cohesive strategy to minimize risk. This strategy is regularly tested by external parties through auditing, penetration testing, and other exercises designed to assess and test our cyber health, resiliency and the effectiveness of our program.

Executive Sessions of Independent Directors

The independent members of the Board of Directors hold regularly scheduled meetings in executive session without management, and they also meet in executive session with the CEO on a regular basis.

15  2022 Proxy Statement

Board and Committee Self-Assessments

The Board and the Audit, Talent & Compensation and Nominating & Governance Committees have historically conducted annual self-assessments, either through the use of extensive internal questionnaires or third parties. Through this process, directors evaluate the composition, effectiveness, processes and skills of the Board and 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