Form 8-K

 

 

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): August 27, 2015

 

 

STERIS Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Ohio   1-14643   34-1482024

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5960 Heisley Road, Mentor, Ohio   44060-1834
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (440) 354-2600

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 CFR 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))

 

 

 


ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

David A. Johnson has resigned from STERIS Corporation (the “Company”) effective September 4, 2015 and therefore was not re-elected as the Company’s Senior Vice President, Surgical Solutions at the Company’s August 27, 2015 Board Organizational Meeting. Mr. Johnson has taken a position with a non-competitive health care company. Gulam Khan, who held the position of CEO of United States Endoscopy Group, Inc. at the time it was acquired by the Company, was elected as the Company’s Senior Vice President, Procedural Solutions, replacing Mr. Johnson.

ITEM 5.07. Submission of Matters to a Vote of Security Holders.

At the STERIS 2015 Annual Meeting of Shareholders (“Meeting”), held on August 27, 2015, shareholders voted on the matters specified below, with the final voting results as specified. According to the certified list of shareholders, there were 59,840,893 Common Shares of the Company outstanding and entitled to vote at the Meeting. There were present at the Meeting, in person or by proxy, the holders of 54,128,409 Common Shares or 90.45% of the outstanding Common Shares of the Company, constituting a quorum.

 

1. The nominees named below were elected to the Board of Directors, each for a one-year term, and the results of the vote were as follows:

 

Nominee    Votes For      Votes Withheld      Broker Non-Votes  

Richard C. Breeden

     49,449,088         328,693         4,350,628   

Cynthia L. Feldmann

     49,454,960         322,821         4,350,628   

Jacqueline B. Kosecoff

     49,593,393         184,388         4,350,628   

David B. Lewis

     49,443,310         334,471         4,350,628   

Kevin M. McMullen

     49,576,642         201,139         4,350,628   

Walter M Rosebrough, Jr.

     49,620,912         156,869         4,350,628   

Mohsen M. Sohi

     49,448,840         328,941         4,350,628   

John P. Wareham

     49,576,670         201,111         4,350,628   

Loyal W. Wilson

     49,322,330         455,451         4,350,628   

Michael B. Wood

     49,695,435         82,346         4,350,628   

 

2. The results of a proposal to approve the STERIS Corporation Senior Executive Management Incentive Compensation Plan, as amended and restated effective April 1, 2015, were as follows:

 

Votes for

     49,127,658   

Votes against

     569,775   

Abstentions

     80,348   

Broker non-votes

     4,350,628   

 

3. The non-binding advisory proposal to approve the compensation of our named executive officers was approved, and the results of the vote were as follows:

 

Votes for

     49,918,601   

Votes against

     783,176   

Abstentions

     76,004   

Broker non-votes

     4,350,628   

 

4. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ended March 31, 2016 was approved, and the results of the vote were as follows:

 

Votes for

     52,755,899   

Votes against

     1,321,564   

Abstentions

     50,946   

 

5. The results to consider a shareholder proposal were as follows:

 

Votes for

     40,346,310   

Votes against

     9,337,093   

Abstentions

     94,378   

Broker non-votes

     4,350,628   

 

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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 hereunto duly authorized.

 

STERIS CORPORATION
By  

/s/ J. Adam Zangerle

  J. Adam Zangerle
  Vice President, General Counsel, and Secretary

Date: August 31, 2015

 

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