srcl-8k_20200522.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, 2020

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)

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)

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))

Title of each

class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

SRCL

The Nasdaq Stock Market LLC

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.

We held our 2020 Annual Meeting of Stockholders on May 22, 2020.

At the meeting, stockholders voted on the following matters:

(1)

the election to our Board of Directors of the 12 nominees for director named in the proxy statement;

(2)

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

(3)

an amendment to our employee stock purchase plan increasing the number of shares available for issuance;

(4)

ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020;

(5)

a stockholder proposal entitled “Special Shareholder Meeting Improvement;” and

(6)

a stockholder proposal with respect to amendment of our compensation clawback policy.

The results of this voting were as follows:

Election of Directors

	For	Against	Abstain	Broker Non-Vote
Robert S. Murley	81,911,340	440,226	36,476	3,370,785
Cindy J. Miller	81,804,974	550,923	32,145	3,370,785
Brian P. Anderson	62,558,009	19,793,465	36,568	3,370,785
Lynn D. Bleil	81,300,725	1,049,955	37,362	3,370,785
Thomas F. Chen	81,896,096	453,210	38,736	3,370,785
J. Joel Hackney, Jr.	81,983,706	366,832	37,504	3,370,785
Veronica M. Hagen	71,011,317	11,340,069	36,656	3,370,785
Stephen C. Hooley	71,123,157	11,226,599	38,286	3,370,785
James J. Martel	82,003,692	343,489	40,861	3,370,785
Kay G. Priestly	71,049,780	11,265,967	72,295	3,370,785
James L. Welch	82,005,142	341,668	41,232	3,370,785
Mike S. Zafirovski	80,638,908	1,711,279	37,855	3,370,785

Approval of Executive Compensation (the say-on-pay vote)

For

Against

Abstain

Broker

Non-Vote

77,145,256

5,140,626

102,160

3,370,785

Approval of an Amendment to the Employee Stock Purchase Plan

For

Against

Abstain

Broker

Non-Vote

82,211,130

145,869

31,043

3,370,785

Ratification of Appointment of Ernst & Young LLP

For

Against

Abstain

Broker

Non-Vote

82,901,598

2,803,263

53,966

Stockholder Proposal Entitled “Special Shareholder Meeting Improvement”

For

Against

Abstain

Broker

Non-Vote

36,866,453

45,282,992

238,597

3,370,785

Stockholder Proposal With Respect to Amendment of Clawback Policy

For

Against

Abstain

Broker

Non-Vote

43,735,116

36,563,220

2,089,706

3,370,785

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 27, 2020	Stericycle, Inc.



	By:	/s/ Janet H. Zelenka
		Janet H. Zelenka
		Executive Vice President and Chief Financial Officer

Document and Entity Information	May 22, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 22, 2020
Entity Registrant Name	Stericycle, Inc.
Entity Central Index Key	0000861878
Entity Emerging Growth Company	false
Entity File Number	1-37556
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	36-3640402
Entity Address, Address Line One	2355 Waukegan Road
Entity Address City Or Town	Bannockburn
Entity Address State Or Province	IL
Entity Address Postal Zip Code	60015
City Area Code	847
Local Phone Number	367-5910
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, par value $0.01
Trading Symbol	SRCL
Name of each exchange on which registered	NASDAQ