00008618782023Q2FALSE00008618782023-05-162023-05-16
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 16, 2023
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Stericycle, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
1-37556 |
36-3640402 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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2355 Waukegan Road
Bannockburn, Illinois 60015
(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)
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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:
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| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
SRCL |
Nasdaq Global Select Market |
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 5.07 Submission of Matters to a Vote of Security Holders.
Stericycle, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders on May 16, 2023. At the meeting, stockholders voted on the following proposals:
(1) the election to the Board of Directors of the ten 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 on the frequency of the say-on-pay vote;
(4) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023;
(5) a stockholder proposal entitled Improve Political Spending Disclosure; and
(6) a stockholder proposal regarding a policy on accelerated vesting of equity awards in the event of a change in control.
The voting results for each proposal were as follows:
Proposal 1 - Election of Directors
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For |
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Against |
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Abstain |
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Broker
Non-Vote
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| Robert S. Murley |
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83,700,789 |
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1,762,286 |
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32,632 |
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2,068,494 |
| Cindy J. Miller |
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84,958,810 |
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489,268 |
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47,629 |
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2,068,494 |
| Brian P. Anderson |
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84,523,976 |
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938,130 |
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32,601 |
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2,068,494 |
| Lynn D. Bleil |
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74,623,075 |
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10,806,200 |
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66,432 |
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2,068,494 |
| Thomas F. Chen |
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83,869,422 |
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1,593,869 |
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32,416 |
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2,068,494 |
| Victoria L. Dolan |
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85,191,950 |
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239,662 |
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64,095 |
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2,068,494 |
| Naren K. Gursahaney |
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85,189,686 |
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238,637 |
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67,384 |
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2,068,494 |
| J. Joel Hackney, Jr. |
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84,421,825 |
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1,010,263 |
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63,619 |
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2,068,494 |
| Stephen C. Hooley |
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84,737,011 |
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678,061 |
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80,635 |
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2,068,494 |
| James L. Welch |
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84,948,039 |
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484,317 |
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63,351 |
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2,068,494 |
Proposal 2 – Advisory Vote to Approve Executive Compensation (the “say-on-pay” vote)
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| For |
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Against |
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Abstain |
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Broker
Non-Vote
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| 83,501,534 |
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1,959,753 |
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34,420 |
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2,068,494 |
Proposal 3 – Advisory Vote on the Frequency of the Say-on-Pay Vote
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| One Year |
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Two Years |
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Three Years |
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Abstain |
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Broker
Non-Vote
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| 83,846,641 |
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18,130 |
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1,598,675 |
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32,261 |
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2,068,494 |
Proposal 4 - Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm
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| For |
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Against |
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Abstain |
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Broker
Non-Vote
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| 83,312,960 |
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4,202,675 |
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48,566 |
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0 |
Proposal 5 - Stockholder Proposal Entitled Improve Political Spending Disclosure
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| For |
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Against |
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Abstain |
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Broker
Non-Vote
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| 15,980,728 |
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66,674,586 |
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2,840,393 |
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2,068,494 |
Proposal 6 - Stockholder Proposal Regarding a Policy on Accelerated Vesting of Equity Awards in the Event of a Change in Control
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| For |
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Against |
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Abstain |
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Broker
Non-Vote
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| 22,888,970 |
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62,504,202 |
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102,535 |
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2,068,494 |
In accordance with the Board of Directors’ recommendation and the voting results on Proposal 3, the Board has determined that the Company will hold future Say on Pay votes on an annual basis until such time as the next advisory vote on say-on-pay frequency is held.
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.
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| Dated: May 18, 2023 |
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Stericycle, Inc. |
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By: |
/s/ Janet H. Zelenka |
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Janet H. Zelenka |
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Executive Vice President, Chief Financial Officer and Chief Information Officer |
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