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Section 1: 8-K (8-K)

srcl-8k_20190522.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): May 22, 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)

 

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;

 

 

(2)

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

 

 

(3)

ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019; and

 

 

(4)

a stockholder proposal entitled “Special Shareholder Meeting Improvement.”

 

 

The results of this voting were as follows:

 

Election of Directors

 

 

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

 

 

 


 

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 23, 2019

Stericycle, Inc.

 

 

 

 

 

By:

/s/ Daniel V. Ginnetti

 

 

 

Daniel V. Ginnetti

 

Executive Vice President and Chief Financial Officer

 

 

 

 

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