SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 20, 2017
(Exact name of registrant as specified in
|Jersey, Channel Islands
|(State or other jurisdiction of incorporation)
||(Commission File Number)
||(IRS Employer Identification No.) |
Block 2, Miesian Plaza, 50-58 Baggot
Street Lower, Dublin 2, Republic of Ireland
(Address of principal executive offices)
Registrant’s telephone number, including
area code: +353 1 609 6000
(Former name or former address, if changed
since last report)
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 (see General Instruction
|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))|
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On November 20, 2017, Shire plc (“Shire”) announced
that Thomas Dittrich (53) will join Shire as Chief Financial Officer (“CFO”) of Shire. He will also become an Executive
member of Shire’s Board of Directors (the “Board”) and a member of the Executive Committee. Mr. Dittrich will
assume his roles at Shire in early 2018. Shire has issued the press release attached hereto as Exhibit 99.1 which is incorporated
by reference herein.
Mr. Dittrich has served as CFO and a member of the Executive
Committee at Sulzer AG (“Sulzer”), a publicly-listed, global industrial engineering and manufacturing company, since
joining in August 2014. Mr. Dittrich served as Sulzer’s Chief Executive Officer ad interim between August 2015 and December
2015. Prior to joining Sulzer, Mr. Dittrich worked at Amgen Inc., serving as VP Corporate Controlling and Chief Accounting Officer
from 2010 to 2014.
Under his service contract, Mr. Dittrich will be entitled to
an annual base salary of CHF 750,000 (approximately US $756,000 at current exchange rates) while he is CFO of Shire. This amount
is inclusive of any directors’ fees payable to him. Base salary is reviewed annually. Upon joining Shire, Mr. Dittrich will
participate in Shire’s Swiss pension plan and receive certain additional benefits through Shire’s benefits plans. Mr.
Dittrich is also eligible to earn an annual bonus under Shire’s Executive Annual Incentive Plan (or such other bonus plan
that Shire may determine) with a current target bonus level of 80% of his annual base salary and a maximum of 160% of base salary.
75% of any bonus is payable in cash and 25% in the form of equity compensation pursuant to Shire’s Long Term Incentive Plan
(“LTIP”). An annual equity grant will also be made to Mr. Dittrich following appointment under Shire’s LTIP,
with a current target award level of 250% of his annual base salary, subject to customary terms applicable to members of the Executive
Committee. These awards will normally vest after three years subject to any performance conditions being satisfied, with no consideration
payable and have an additional two year holding period
To ensure long-term alignment between Shire’s executive
directors and shareholders, Mr Dittrich will be expected, under the terms of Shire’s shareholding guidelines, to own shares
in Shire equivalent to 300% of base salary within a five year period upon joining Shire. All shares beneficially owned or deferred
under the Executive Annual Incentive plan count towards achieving these guidelines.
Mr. Dittrich’s employment may be terminated without cause
by either Shire or Mr. Dittrich giving 12 months’ notice to the other. Following the giving of such notice Shire may accelerate
the date of termination but, if it does so, it must pay Mr. Dittrich’s base salary for the remainder of the notice period,
and must provide the other benefits due to him for the notice period. If Mr. Dittrich obtains an alternative remunerated position,
these payments from Shire will be reduced by the monthly base remuneration from such alternative position. Mr. Dittrich is subject
to confidentiality, non-competition, non-solicitation and intellectual property assignment restrictive covenants.
In addition, Mr Dittrich will be entitled to certain awards in
recognition of the fact that he will forfeit bonus and long-term incentive awards granted to him by Sulzer, his current employer.
In determining the quantum and structure of these awards, the Remuneration Committee was mindful of prevailing best practice and
has sought to provide broadly equivalent value and replicate, as far as possible, the timing and performance requirements of remuneration
foregone, in line with the Shire Directors’ Remuneration Policy. The awards will be a mixture of cash awards, Shire restricted
stock unit awards with performance conditions and Shire performance share unit awards. The amount of the awards to be granted,
and the amount of each award that will vest, is unavailable at this time and depends upon the performance, in part, of Sulzer and
also, in part, of Shire during the relevant grant or vesting periods. Shire will file an amendment to this Form 8-K to report the
amount of any awards once such amount is determined. Vesting of the awards will occur from 2018 through 2021.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit is filed herewith:
Release dated November 20, 2017
Pursuant to the requirements 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.
|| /s/ W R Mordan
Date: November 24, 2017