Mallinckrodt (MNK) Proxy filing summary

Executive summary

• The 2026 Annual General Meeting is scheduled for June 2, 2026, in Dublin, Ireland, with shareholders voting on key proposals including director elections, auditor re-appointment, executive compensation, capital reduction, and an amendment to the Articles of Association to facilitate a potential U.S. listing.

• Fiscal 2025 was transformational, marked by a merger with Endo, the spin-off of Par Health, and strong financial performance: $1.93 billion in net sales and $609 million in adjusted EBITDA from continuing operations.

• The company realized $13 million in pre-tax merger synergies in Q4 2025 and expects $100 million in 2026, targeting $150 million in annual run-rate synergies by the merger's third anniversary.

• Acthar Gel achieved 39% net sales growth, XIAFLEX® grew mid-single digits, and clinical programs advanced, with key Phase 3 studies expected to yield results in 2026.

Voting matters and shareholder proposals

• Shareholders will vote on nine director nominees, re-appointment of PricewaterhouseCoopers LLP as independent auditors, executive compensation (say-on-pay), frequency of future say-on-pay votes (recommended annually), reduction of company capital, and amendment to the Articles of Association for DTC eligibility.

• Proposals 1-4 require a simple majority; proposals 5-6 (capital reduction and Articles amendment) require a 75% supermajority.

• The Board recommends voting FOR all proposals and for annual say-on-pay votes.

Board of directors and corporate governance

• The Board consists of nine directors, with a majority being independent; committee structure includes Audit, Governance and Compliance, and Human Resources and Compensation Committees.

• Recent governance changes include amendments to the Articles of Association, creation of a new class of preferred shares, removal of certain pre-emption rights, and alignment with U.S. governance practices in anticipation of a potential NYSE listing.

• Board leadership is currently separated between Chair and CEO, with plans for the CEO to become Chair by May 2026.

• The Board and committees oversee risk, compliance, and sustainability, with regular executive sessions and a robust Code of Conduct.