UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 14, 2012

 

IRON MOUNTAIN INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-13045

 

23-2588479

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

745 Atlantic Avenue
Boston, Massachusetts

 

02111

(Address of Principal Executive Offices)

 

(Zip Code)

 

(617) 535-4766

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

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))

 

 

 



 

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

 

At the Annual Meeting of Stockholders of Iron Mountain Incorporated (the “Company”) held on June 14, 2012 (the “Annual Meeting”), the Company’s stockholders elected twelve directors, each for a one-year term of office to serve until the Company’s 2013 Annual Meeting of Stockholders, or until their successors are elected and qualified.  The nominated directors received the following votes:

 

Name

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

Ted R. Antenucci

 

146,168,787

 

534,004

 

290,035

 

9,572,665

 

Clarke H. Bailey

 

142,276,773

 

988,217

 

3,727,836

 

9,572,665

 

Kent P. Dauten

 

134,247,508

 

8,262,950

 

4,482,368

 

9,572,665

 

Paul F. Deninger

 

145,013,763

 

284,202

 

1,694,861

 

9,572,665

 

Per-Kristian Halvorsen

 

144,797,048

 

490,049

 

1,705,729

 

9,572,665

 

Michael W. Lamach

 

144,645,144

 

295,306

 

2,052,376

 

9,572,665

 

Arthur D. Little

 

134,442,107

 

8,278,853

 

4,271,866

 

9,572,665

 

Allan Z. Loren

 

144,744,703

 

511,531

 

1,736,592

 

9,572,665

 

C. Richard Reese

 

144,258,089

 

432,330

 

2,302,407

 

9,572,665

 

Vincent J. Ryan

 

143,455,283

 

700,951

 

2,836,592

 

9,572,665

 

Laurie A. Tucker

 

144,856,230

 

437,752

 

1,698,844

 

9,572,665

 

Alfred J. Verrecchia

 

136,131,248

 

8,189,322

 

2,672,256

 

9,572,665

 

 

The Company’s stockholders approved a nonbinding advisory resolution on the compensation paid to the Company’s executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company’s proxy statement dated April 30, 2012 relating to the Annual Meeting. This proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

144,688,789

 

2,131,891

 

172,146

 

9,572,665

 

 

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. This proposal received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

155,330,376

 

1,221,322

 

13,793

 

 

 

The results reported above are final voting results.

 

Item 8.01.             Other Events.

 

As previously reported, on March 23, 2011, the Company entered into a shareholder rights plan (the “Rights Plan”) with Mellon Investor Services LLC, pursuant to which the Company, among other things,

 

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issued one right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company. By its terms, the Rights Plan provided that, among other things, the Rights will expire upon the close of business on the earliest to occur of (1) March 22, 2013, (2) the date on which the rights are redeemed or exchanged by the Company in accordance with the Rights Plan and (3) the date of the Annual Meeting if stockholder approval of the Rights Plan is not obtained at such meeting. In April 2012, the Board determined, after careful consideration, not to seek stockholder approval of the Rights Plan at the Annual Meeting. Consequently, pursuant to the terms of the Rights Plan, and without any further action, as of the date of the Annual Meeting, the right to exercise the Rights terminated, each Right is null and void and the Rights Plan expired.

 

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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.

 

 

 

IRON MOUNTAIN INCORPORATED

(Registrant)

 

 

 

 

 

 

By:

/s/ Ernest W. Cloutier

 

Name:

Ernest W. Cloutier

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

Date:  June 20, 2012

 

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