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): July 25, 2013
STERIS Corporation
(Exact Name of Registrant as Specified in Charter)
| Ohio | 1-14643 | 34-1482024 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 5960 Heisley Road, Mentor, Ohio | 44060-1834 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (440) 354-2600
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)) |
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders. |
At the STERIS Corporation (“Company”) 2013 Annual Meeting of Shareholders (“Meeting”), held on July 25, 2013, shareholders voted on the matters specified below, with the final voting results as specified. According to the certified list of shareholders, there were 58,946,469 Common 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 54,669,255 Common Shares or 92.74% of the outstanding Common Shares of the Company, constituting a quorum.
| 1. | The nominees named below were 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 Withheld | Broker Non-Votes | |||||||||
| Richard C. Breeden |
50,447,775 | 145,462 | 4,076,018 | |||||||||
| Cynthia L Feldmann |
50,456,496 | 136,741 | 4,076,018 | |||||||||
| Jacqueline B. Kosecoff |
50,207,290 | 385,947 | 4,076,018 | |||||||||
| David B. Lewis |
50,455,808 | 137,429 | 4,076,018 | |||||||||
| Kevin M. McMullen |
50,338,648 | 254,589 | 4,076,018 | |||||||||
| Walter M Rosebrough, Jr. |
50,408,744 | 184,493 | 4,076,018 | |||||||||
| Mohsen M. Sohi |
50,457,121 | 136,116 | 4,076,018 | |||||||||
| John P. Wareham |
50,335,164 | 258,073 | 4,076,018 | |||||||||
| Loyal W. Wilson |
50,334,460 | 258,777 | 4,076,018 | |||||||||
| Michael B. Wood |
50,455,468 | 137,769 | 4,076,018 | |||||||||
| 2. | The non-binding advisory proposal to approve the compensation of our named executive officers was approved, and the results of the vote were as follows: |
| Votes for |
49,716,839 | |||
| Votes against |
595,714 | |||
| Abstentions |
280,685 | |||
| Broker non-votes |
4,076,018 |
| 3. | The proposal to ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ended March 31, 2014 was approved, and the results of the vote were as follows: |
| Votes for |
54,288,590 | |||
| Votes against |
271,765 | |||
| Abstentions |
108,900 |
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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.
| STERIS CORPORATION | ||
| By |
/s/ J. Adam Zangerle | |
| J. Adam Zangerle | ||
| Vice President, General Counsel, and Secretary | ||
Date: July 26, 2013
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