Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2017

 

 

STERIS plc

(Exact Name of Registrant as Specified in Charter)

 

 

 

England and Wales   1-37614   98-1203539

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Chancery House, 190 Waterside Road

Hamilton Industrial Park, Leicester LE5 1QZ

United Kingdom

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: +44 116 276 8636

Not Applicable

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

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.  ☐

 

 

 


ITEM 5.07. Submission of Matters to a Vote of Security Holders.

At the STERIS plc (the “Company”) 2017 Annual General Meeting of Shareholders (“Meeting”), held on August 1, 2017, shareholders voted on the matters specified below, with the final voting results as specified. According to the certified list of shareholders, there were 85,023,211 Ordinary Shares of the Company outstanding and entitled to vote at the Meeting. There were present at the Meeting, in person or by proxy, the holders of 77,028,958 Ordinary Shares or 90.60% of the outstanding Ordinary Shares of the Company, constituting a quorum.

 

1. The nominees named below were re-elected to the Board of Directors, each for a one-year term, and the results of the vote were as follows:

 

Nominee

   Votes for      Votes against      Abstentions      Broker non-votes  

Richard C. Breeden

     73,620,317        452,980        176,986        2,778,675  

Cynthia L. Feldmann

     73,567,877        415,244        267,162        2,778,675  

Dr. Jacqueline B. Kosecoff

     73,500,946        578,290        171,047        2,778,675  

David B. Lewis

     73,879,634        200,941        169,708        2,778,675  

Sir Duncan K. Nichol

     72,534,059        1,543,430        172,794        2,778,675  

Walter M Rosebrough, Jr.

     74,012,858        133,865        103,560        2,778,675  

Dr. Mohsen M. Sohi

     73,627,164        452,290        170,829        2,778,675  

Dr. Richard M. Steeves

     73,557,435        378,759        314,089        2,778,675  

John P. Wareham

     73,714,933        363,425        171,925        2,778,675  

Loyal W. Wilson

     73,688,619        389,179        172,485        2,778,675  

Dr. Michael B. Wood

     73,689,531        391,603        169,149        2,778,675  

 

2. The results of a proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending March 31, 2018 were as follows:

 

Votes for

     76,670,538  

Votes against

     197,221  

Abstentions

     161,199  

 

3. The results of a proposal to appoint Ernst & Young LLP as the Company’s U.K. statutory auditor under the Act to hold office until the conclusion of the Company’s next Annual General Meeting were as follows:

 

Votes for

     76,671,553  

Votes against

     188,343  

Abstentions

     169,062  

 

4. The results of a proposal to authorize the Directors of the Company or the Audit Committee to determine the remuneration of Ernst & Young LLP as the Company’s U.K. statutory auditor were as follows:

 

Votes for

     76,790,085  

Votes against

     123,266  

Abstentions

     115,607  

 

5. The results of a proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to the disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in the Company’s proxy statement dated June 12, 2017, were as follows:

 

Votes for

     71,253,013  

Votes against

     2,804,754  

Abstentions

     192,516  

Broker non-votes

     2,778,675  


6. The results of a proposal to approve, on a non-binding advisory basis, whether the non-binding advisory vote on executive compensation should be held every one, two or three years were as follows:

 

Votes for one year

     67,518,708

Votes for two years

     101,400

Votes for three years

     6,502,731

Abstentions

     127,444

Broker non-votes

     2,778,675

 

7. The results of a proposal to approve, on a non-binding advisory basis, the Directors’ Remuneration Report for the period ended March 31, 2017 contained within the Company’s U.K. annual report and accounts for the year ended March 31, 2017 were as follows:

 

Votes for

     71,343,570  

Votes against

     2,744,812  

Abstentions

     161,901  

Broker non-votes

     2,778,675  

In light of the results of the vote described in paragraph 6 above, the Company has decided that it will include a shareholder vote on the compensation of executives in its proxy materials annually until the next required vote on the frequency of shareholder votes on the compensation of executives.


SIGNATURES

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.

 

STERIS plc
By   /s/ J. Adam Zangerle
  J. Adam Zangerle
  Vice President, General Counsel & Secretary

Date: August 1, 2017