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 3, 2023
STERIS plc
(Exact Name of Registrant as Specified in Charter)
| Ireland | 001-38848 | 98-1455064 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
70 Sir John Rogerson’s Quay
Dublin 2, Ireland D02 R296
(Address of Principal Executive Offices)
+353 1 232 2000
(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 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Ordinary Shares. $0.001 par value | STE | New York Stock Exchange | ||
| 2.700% Senior Notes due 2031 | STE/31 | New York Stock Exchange | ||
| 3.750% Senior Notes due 2051 | STE/51 | New York Stock Exchange |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
The Board of Directors (the “Board”) of STERIS plc (the “Company”) increased its size from nine to ten members on May 3, 2023, and elected Dr. Esther Alegria to serve as a director effective as of that date.
Dr. Alegria, age 64, has been the Founder and Chief Executive Officer of APIE Therapeutics, a preclinical stage pharmaceutical company, since 2020. From 2016 to 2020, Dr. Alegria served as the President and Senior Executive Advisor at Catalyst Excel & Advance, an advisory firm providing operational guidance to senior executives working to launch new pharmaceutical and biopharmaceutical companies. From 2005 to 2015, Dr. Alegria held positions of increasing responsibility at Biogen, Inc., most recently as Senior Vice President, Global Manufacturing. Since 2021, Dr. Alegria has served as a Director and member of the Audit Committee and Corporate Governance Committees of AVID Bioservices, Inc. (NASDAQ: CDMO).
Dr. Alegria will receive a prorated fee of $74,220 for the remainder of the Board’s 2022-23 term of office, which will be payable in career restricted stock units granted in conjunction with the Company’s Non-Employee Director Compensation Program. Dr. Alegria will be eligible for the same indemnification program as the other members of the Board.
| Item 7.01 | Regulation FD Disclosure |
On May 3, 2023, the Company issued a press release announcing Dr. Alegria’s appointment. The press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. | Description | |
| 99.1 | Press release issued by STERIS plc on May 3, 2023 announcing the election of Dr. Alegria | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 | ||
| Senior Vice President, General Counsel and Company Secretary | ||
Dated: May 3, 2023