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 22, 2019
Stericycle, Inc.
(Exact name of registrant as specified in its charter)
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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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 | SRCL | Nasdaq Global Select Market |
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 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 5.07Submission of Matters to a Vote of Security Holders.
We held our 2019 Annual Meeting of Stockholders on May 22, 2019, at the Loews Chicago O’Hare Hotel, 5300 N. River Road, Rosemont, Illinois 60018.
At the meeting, stockholders voted on the following matters:
| (1) | the election to our Board of Directors of the 10 nominees for director named in the proxy statement; |
| (3) | ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019; and |
The results of this voting were as follows:
Election of Directors
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| For |
| Against |
| Abstain |
| Broker Non-Vote |
Robert S. Murley |
| 79,702,584 |
| 797,951 |
| 59,159 |
| 4,584,516 |
Cindy J. Miller |
| 80,068,436 |
| 236,961 |
| 254,297 |
| 4,584,516 |
Brian P. Anderson |
| 60,738,243 |
| 19,786,391 |
| 35,060 |
| 4,584,516 |
Lynn D. Bleil |
| 78,924,343 |
| 1,601,827 |
| 33,524 |
| 4,584,516 |
Thomas F. Chen |
| 79,113,116 |
| 1,411,968 |
| 34,610 |
| 4,584,516 |
J. Joel Hackney, Jr. |
| 80,258,297 |
| 266,727 |
| 34,670 |
| 4,584,516 |
Veronica M. Hagen |
| 80,058,614 |
| 464,116 |
| 36,964 |
| 4,584,516 |
Stephen C. Hooley |
| 80,067,532 |
| 457,397 |
| 34,765 |
| 4,584,516 |
Kay G. Priestly |
| 80,219,085 |
| 304,354 |
| 36,255 |
| 4,584,516 |
Mike S. Zafirovski |
| 78,357,299 |
| 2,105,666 |
| 96,729 |
| 4,584,516 |
Approval of Executive Compensation (the say-on-pay vote)
For |
| Against |
| Abstain |
| Broker Non-Vote |
56,912,760 |
| 23,569,127 |
| 77,807 |
| 4,584,516 |
Ratification of Appointment of Ernst & Young LLP
For |
| Against |
| Abstain |
| Broker Non-Vote |
83,065,681 |
| 2,027,952 |
| 50,577 |
| 0 |
Stockholder Proposal Entitled “Special Shareholder Meeting Improvement”
For |
| Against |
| Abstain |
| Broker Non-Vote |
32,510,347 |
| 47,934,954 |
| 114,393 |
| 4,584,516 |
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.
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Dated: May 23, 2019 | Stericycle, Inc. |
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| By: | /s/ Daniel V. Ginnetti |
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| Daniel V. Ginnetti | |
| Executive Vice President and Chief Financial Officer | |