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): May 24, 2017

 

Stericycle, Inc.

 

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Delaware

 

1-37556

 

36-3640402

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

28161 North Keith Drive

Lake Forest, Illinois 60045

(Address of principal executive offices including zip code)

(847) 367-5910

(Registrant’s telephone number, including area code)

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 CR 230.425)

    Soliciting material pursuant to Rule 425 under the Securities 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 5.07Submission of Matters to a Vote of Security Holders.

 

We held our 2017 Annual Meeting of Stockholders on May 24, 2017, at the Hilton Garden Inn Hotel Chicago O’Hare Airport, 2930 South River Road, Des Plaines, Illinois 60018.

 

At the meeting, stockholders voted on the following matters:

 

 

(1)

the election to our Board of Directors (the “Board”) of the 10 nominees for director named in the proxy statement;

 

 

(2)

an advisory vote to approve executive compensation (the “say-on-pay” vote);

 

 

(3)

an advisory vote to approve the frequency of the advisory vote to approve executive compensation;

 

 

(4)

ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2017;

 

 

(5)

approval of an amendment to the Company’s Employee Stock Purchase Plan increasing the number of shares available for issuance;

 

 

(6)

approval of the Stericycle, Inc. 2017 Long-Term Incentive Plan;

 

 

(7)

a stockholder proposal entitled “Shareholder Proxy Access Reform”; and

 

 

(8)

a stockholder proposal on the vesting of equity awards upon a change in control.

 

 

The results of this voting were as follows:

 

Election of Directors

 

 

For

 

Against

 

Abstain

 

Broker

Non-Vote

Mark C. Miller

 

67,418,290

 

3,222,663

 

197,677

 

5,643,419

Jack W. Schuler

 

61,307,493

 

9,340,860

 

190,277

 

5,643,419

Charles A. Alutto

 

70,147,695

 

501,467

 

189,468

 

5,643,419

Brian P. Anderson

 

67,559,754

 

3,089,297

 

189,579

 

5,643,419

Lynn D. Bleil

 

66,422,243

 

4,226,434

 

189,953

 

5,643,419

Thomas D. Brown

 

66,481,756

 

4,166,341

 

190,533

 

5,643,419

Thomas F. Chen

 

51,085,958

 

19,561,909

 

190,763

 

5,643,419

Robert S. Murley

 

69,817,853

 

831,536

 

189,241

 

5,643,419

John Patience

 

47,934,739

 

22,713,873

 

190,018

 

5,643,419

Mike S. Zafirovski

 

68,934,550

 

1,712,852

 

191,228

 

5,643,419

 

Approval of Executive Compensation (the “say-on-pay” vote)

For

 

Against

 

Abstain

 

Broker

Non-Vote

65,095,709

 

4,957,813

 

785,108

 

5,643,419

 

Frequency of Vote to Approve Executive Compensation

 

1 Year

 

2 Year

 

3 Year

 

Abstain

62,589,647

 

47,465

 

8,009,441

 

192,077

 

Ratification of Appointment of Ernst & Young LLP

For

 

Against

 

Abstain

 

Broker

Non-Vote

74,899,193

 

1,385,283

 

197,573

 

 

 



Approval of Increasing the Number of Shares Available for Issuance

For

 

Against

 

Abstain

 

Broker

Non-Vote

70,248,373

 

520,526

 

69,731

 

5,643,419

 

Approval of the Long-Term Incentive Plan

For

 

Against

 

Abstain

 

Broker

Non-Vote

67,850,394

 

2,149,146

 

839,090

 

5,643,419

 

Stockholder Proposal Entitled “Shareholder Proxy Access”

For

 

Against

 

Abstain

 

Broker

Non-Vote

20,516,014

 

49,975,518

 

347,098

 

5,643,419

 

Stockholder Proposal on Vesting of Equity Awards Upon a Change in Control

For

 

Against

 

Abstain

 

Broker

Non-Vote

34,461,966

 

36,049,279

 

327,385

 

5,643,419

 

 

 

 

 

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 thereunto duly authorized.

 

 

 

Dated: May 30, 2017

Stericycle, Inc.

 

 

 

 

 

By:

/s/ Daniel V. Ginnetti

 

 

 

 

 

 

 

 

Daniel V. Ginnetti

 

Executive Vice President and Chief Financial Officer