Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 Mallinckrodt public limited company (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents Notice of Annual General 2020 Meeting of Shareholders and Proxy Statement Table of Contents April 2, 2020 Dear Shareholder, This serves as notice to you of the 2020 Annual General Meeting (the “Annual General Meeting” or “AGM”) of Mallinckrodt plc, which will be held on Wednesday, May 13, 2020, at 9:30 a.m., local time, at our principal executive offices at 3 Lotus Park, The Causeway, Staines-Upon-Thames, Surrey TW19 3AG, United Kingdom. We will also have an audio link available in Ireland at the offices of Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland. The well-being of attendees, employees and service providers at the AGM is a primary concern for the directors of Mallinckrodt plc and in this context we are closely monitoring developments in relation to the coronavirus (COVID-19) pandemic. The Board still expects the AGM to proceed in-person on May 13, 2020, as required under Irish law, however should this not be feasible due to guidance provided by the Government of the United Kingdom, Public Health England, the Government of Ireland and the Department of Health (of Ireland) or any other governmental agency, or otherwise due to health and safety concerns, the AGM may be adjourned to a different time and/or venue and/or we may allow participation in the AGM by means of remote communication. We will alert shareholders to any changes as soon as possible in accordance with Company’s constitution and applicable laws and regulations. As a result, we strongly encourage all shareholders to submit proxy forms as soon as possible to ensure you can vote and be represented at the AGM if attending in person is not feasible. This can be done in advance of the AGM by availing of one of the options detailed in the accompanying Proxy Statement. In addition, details of the business to be presented at the meeting can also be found in the accompanying Proxy Statement. Your vote is important and I encourage you to submit your proxy as soon as possible so that your shares will be represented at the meeting. Mallinckrodt plc will continue to monitor the impact of COVID-19 and any relevant updates regarding the AGM will be available on www.mnk.com. Shareholders are also encouraged to keep up-to-date with, and follow, the guidance from the Government of the United Kingdom, Public Health England, the Government of Ireland and the Department of Health (of Ireland) (as appropriate) as circumstances may change at short notice. On behalf of the Board of Directors and the management of Mallinckrodt, I extend our appreciation for your continued support. Yours sincerely, ANGUS C. RUSSELL Chairman Table of Contents MALLINCKRODT PUBLIC LIMITED COMPANY Registered In Ireland — No. 522227 Principal Executive Office: 3 Lotus Park, The Causeway, Staines-Upon-Thames, Surrey TW18 3AG, United Kingdom NOTICE OF 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD MAY 13, 2020 The 2020 Annual General Meeting of Mallinckrodt plc (“Mallinckrodt” or the “Company”), a company incorporated under the laws of Ireland, will be held on May 13, 2020, at 9:30 a.m., local time, at the Company’s principal executive offices at 3 Lotus Park, The Causeway, Staines-Upon-Thames, Surrey TW19 3AG, United Kingdom, for the following purposes: 1. By separate resolutions, to elect as directors for a period of one year, expiring at the end of the Company’s Annual General Meeting of Shareholders in 2021, the following individuals: (a) J. Martin Carroll (d) Carlos V. Paya, M.D. (g) Mark C. Trudeau (b) Paul R. Carter (e) JoAnn A. Reed (h) Anne C. Whitaker (c) David Y. Norton (f) Angus C. Russell (i) Kneeland C. Youngblood, M.D. 2. To hold an advisory non-binding vote to approve the re-appointment of Deloitte & Touche LLP as the independent auditors of the Company and, by binding vote, to authorize the Audit Committee of the Board of Directors (also referred to in this Proxy Statement as the Board) to set the independent auditors’ remuneration. 3. To hold an advisory vote to approve the Company’s executive compensation. 4. To hold an advisory vote relating to the frequency of future advisory votes to approve the Company’s executive compensation. 5. To approve the Board’s authority to issue shares. 6. To authorize the Company and/or any subsidiary of the Company to make market purchases or overseas market purchases of Company shares. 7. To approve the change of name of the Company (Special Resolution). 8. To approve the waiver of pre-emption rights (Special Resolution). 9. To authorize the price range at which the Company can re-allot shares that it holds as treasury shares (Special Resolution). 10. To act on such other business as may properly come before the meeting or any adjournment thereof. Proposals 1 through 6 are ordinary resolutions, with Proposal 4 requiring the approval of a plurality of the votes cast at the meeting and the remainder requiring the approval of a simple majority of the votes cast at the meeting, in person or by proxy. Proposals 7 through 9 are special resolutions, requiring the approval of not less than 75% of the votes cast, in person or by proxy. The foregoing items are more fully described in the Proxy Statement accompanying this Notice of Annual General Meeting of Shareholders. Shareholders as of March 13, 2020, the record date for the Annual General Meeting, are entitled to vote on these matters. During the meeting, following a review of the Company’s affairs, management will also present and the auditors will report to shareholders on Mallinckrodt’s Irish Statutory Accounts for the fiscal year ended December 27, 2019. An audio link to the Annual General Meeting will also be available at the offices of Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, at 9:30 a.m. local time. By Order of the Board of Directors, Stephanie D. Miller, April 2, 2020 Secretary Table of Contents Our current plan is for the Annual General Meeting to be held in person on May 13, 2020, as required by Irish law. However, given the potential risks related to the current coronavirus (COVID-19) pandemic, the AGM may be adjourned to a different time and/or venue and/or we may allow participation in the AGM by means of remote communication. We will alert shareholders to any changes as soon as possible in accordance with Company’s constitution and applicable laws and regulations. We strongly encourage all shareholders to submit proxy forms promptly to ensure you can vote and be represented at the AGM if attending in person is not feasible. Any shareholder entitled to attend and vote at the Annual General Meeting may appoint one or more proxies, who need not be a shareholder(s) of Mallinckrodt to act on your behalf. Proxies may be appointed via the internet or by phone in the manner set out in our proxy card. Alternatively, they may be appointed by depositing a signed instrument of proxy (or proxy card) to the following locations, in each case at least 48 hours before the meeting: • Mallinckrodt plc c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 (which Broadridge will arrange to forward to Mallinckrodt plc’s registered address electronically). • Mallinckrodt plc, College Business & Technology Park, Cruiserath, Blanchardstown, Dublin 15, Ireland, attention Corporate Secretary. • Mallinckrodt plc, 3 Lotus Park, The Causeway, Staines-Upon-Thames, Surrey TW19 3AG, United Kingdom, attention Corporate Secretary. If you wish to appoint a person other than the individuals specified on our proxy card, please contact our Company Secretary via email at [email protected] and also note that your nominated proxy must attend the Annual General Meeting in person in order for your votes to be cast. Shareholders are also encouraged to keep up-to-date with, and follow, the guidance from the Government of the United Kingdom, Public Health England, the Government of Ireland and the Department of Health (of Ireland) (as appropriate) as circumstances may change at short notice.