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Section 1: 8-K (8-K)

srcl-8k_20190325.htm

 

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): March 25, 2019

 

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 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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Election of J. Joel Hackney, Jr. and Stephen C. Hooley to the Board of Directors

 

Effective March 25, 2019, the Board elected J. Joel Hackney, Jr. and Stephen C. Hooley as directors of the Company. In connection with the election of Mr. Hackney and Mr. Hooley, the size of the Board will be increased from eleven (11) to thirteen (13) members and Messrs. Hackney and Hooley will fill the vacancies.

 

The election of Mr. Hackney and Mr. Hooley is part of the continued refreshment and evolution of the Board.  Both Mr. Hackney and Mr. Hooley bring to the Board substantial experience with business transformations, which the Board considered to be important in connection with the Company’s current Business Transformation.

 

Each of Mr. Hackney and Mr. Hooley will participate in the Company’s standard Director Compensation Plan, as disclosed in the proxy statement relating to the Company’s 2018 Annual Meeting of Stockholders.  The Board of Directors will determine the Committees on which Mr. Hackney and Mr. Hooley will serve at a later date.

 

Neither Mr. Hackney nor Mr. Hooley has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

 

Item 9.01.Financial Statements and Exhibits

 

(d)

Exhibits

 

 

99.1Press Release dated March 25, 2019

 


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: March 25, 2019

Stericycle, Inc.

 

 

 

 

 

By:

/s/ Daniel V. Ginnetti

 

 

 

Daniel V. Ginnetti

 

Executive Vice President and Chief Financial Officer

 

 

 

 

 

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Section 2: EX-99.1 (EX-99.1)

srcl-ex991_6.htm

Exhibit 99.1

 

FOR FURTHER INFORMATION CONTACT:

Investor Relations 847-607-2012

 

Stericycle Appoints Joel Hackney, Jr. and Stephen C. Hooley to Board of Directors

 

LAKE FOREST, Ill., March 25, 2019 - Stericycle, Inc. (Nasdaq: SRCL) today announced the appointment of J. Joel Hackney, Jr. and Stephen C. Hooley to the Stericycle Board of Directors.

 

“Stericycle has been proactively refreshing its Board of Directors over the last two years to ensure the Board has the right skills and experiences to provide effective oversight during the Company’s ongoing Business Transformation,” said Robert S. Murley, Chairman of Stericycle’s Board of Directors.  “We are pleased to welcome Joel and Steve as part of the continued evolution of the Board.  In addition to their strong expertise leading publicly traded companies, Joel and Steve bring valuable and relevant experience as both executed business transformations which repositioned their companies for future success.”

 

Joel Hackney is Chief Executive Officer of nThrive, a revenue management company serving the healthcare industry.   Mr. Hackney is the former Chief Executive Officer of Avintiv, a global manufacturer of specialty materials.  Previously, Mr. Hackney was an executive at Avaya Inc., where he served in multiple leadership roles including President of Cloud Solutions, President of Worldwide Sales, Marketing and Field Operations, and President of Global Networking.  He also served as President and Chief Executive Officer of Nortel Enterprise Solutions.   Mr. Hackney began his career with General Electric (GE) where he served in a variety of financial and operational roles across GE’s service lines and global geographies.

 

Stephen Hooley is the former Chairman, Chief Executive Officer and President of DST Systems, Inc., a service-as-a-solution technology company serving the healthcare and financial services industries.  He was the company’s leader for nine years and assumed the Chairman of the Board role for the last three years, until the company’s sale to SS&C in April 2018. Prior to DST Systems, Mr. Hooley served

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as President and Chief Executive Officer of Boston Financial Data Services.  Additional experience includes several Vice President and Senior Vice President roles at State Street Corporation that focused on strategy development, public funds, and leader of the Deutsche Bank integration and the Master Trust Business.  Mr. Hooley began his career as an engineer with Texas Instruments.

 

Since the beginning of 2017, Stericycle has added seven new members to its Board of Directors as part of its Board refreshment.  With these appointments, the Board will have an average tenure of approximately two and a half years.

 

About Stericycle

 

Stericycle, Inc., (Nasdaq: SRCL) is a U.S. based business-to-business services company and leading provider of compliance-based solutions that protect people and brands, promote health and safeguard the environment. Stericycle serves more than one million customers in all 50 U.S. states and 21 countries worldwide with solutions for regulated waste management, secure information destruction, compliance and customer contact.  For more information about Stericycle, please visit www.stericycle.com.

 

 

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