Departure of Directors or Certain

(e) On September 22, 2016, the Board of Directors (the Board) of Mallinckrodt plc (the Company) adopted the Stub Period Short-Term Incentive Plan (the Plan). The Plan was adopted in connection with the upcoming change in the Companys fiscal year from the last Friday in September to the last Friday in December, and is designed to reward performance during the three month period between the end of fiscal year 2016 and the beginning of fiscal year 2017 (October 1, 2016 to December 30, 2016) (the Stub Period). For the Stub Period, the sole performance measure is net sales revenue, as calculated in accordance with U.S. generally accepted accounting principles and reported in the Companys filings with the U.S. Securities and Exchange Commission within the statement of income, adjusted to e xclude the impact of foreign exchange (FX) fluctuations vs. the operating budget plan FX rates set at the beginning of the performance period.

The Human Resources and Compensation Committee of the Board (the HRCC) has established bonus targets as a percentage of base salary under the Plan for each of the named executive officers. Those targets are equal to 25% of the bonus targets established for purposes of the fiscal year 2016 Global Bonus Plan. Payouts under the Plan will be payable in cash and can range from 0% to 150% of target, based upon net sales revenue during the Stub Period.


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.



September 28, 2016


/s/ Kenneth L. Wagner

Kenneth L. Wagner

Vice President and Corporate Secretary

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