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STE > SEC Filings for STE > Form 8-K on 3-Aug-2016All Recent SEC Filings

Show all filings for STERIS PLC

Form 8-K for STERIS PLC


3-Aug-2016

Submission of Matters to a Vote of Security Holders


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

At the STERIS plc (the "Company") 2016 Annual General Meeting of Shareholders ("Meeting"), held on August 2, 2016, shareholders voted on the matters specified below, with the final voting results as specified. According to the certified list of shareholders, there were 86,000,248 Ordinary 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 62,787,463 Ordinary Shares or 73.01% of the outstanding Ordinary 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 against        Abstentions        Broker non-votes
Richard C. Breeden                  58,591,461              582,059             35,553               3,578,390
Cynthia L. Feldmann                 58,434,452              589,270            185,351               3,578,390
Jacqueline B. Kosecoff              59,028,589              131,689             48,795               3,578,390
David B. Lewis                      57,744,115            1,415,504             49,454               3,578,390
Sir Duncan K. Nichol                59,011,509              149,933             47,631               3,578,390
Walter M Rosebrough, Jr.            59,046,213               83,215             79,645               3,578,390
Mohsen M. Sohi                      58,558,774              610,178             40,121               3,578,390
Dr. Richard M. Steeves              58,879,811              132,243            197,019               3,578,390
John P. Wareham                     59,025,603              134,535             48,935               3,578,390
Loyal W. Wilson                     58,564,885              565,186             79,002               3,578,390
Michael B. Wood                     59,064,739               96,851             47,483               3,578,390

2. The results of a proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending March 31, 2017 were as follows:

                           Votes for         58,477,151
                           Votes against      4,266,157
                           Abstentions           44,155

3. The results of a proposal to appoint Ernst & Young LLP as the Company's U.K. statutory auditor under the Act to hold office until the conclusion of the Company's next Annual General Meeting were as follows:

                           Votes for         58,823,252
                           Votes against      3,921,142
                           Abstentions           43,069

4. The results of a proposal to authorize the Directors of the Company or the Audit Committee to determine the remuneration of Ernst & Young LLP as the Company's U.K. statutory auditor were as follows:

                           Votes for         60,085,857
                           Votes against      2,321,639
                           Abstentions          379,967

5. The results of a proposal to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed pursuant to the disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in the Company's proxy statement dated June 13, 2016, were as follows:

                         Votes for            57,679,692
                         Votes against         1,440,427
                         Abstentions              88,954
                         Broker non-votes      3,578,390



6. The results of a proposal to approve, on a non-binding advisory basis, the Directors' Remuneration Report (other than the part containing the directors' remuneration policy) for the period ended March 31, 2016 contained within the Company's annual report and accounts for the year ended March 31, 2016 were as follows:

                         Votes for            57,265,508
                         Votes against         1,423,145
                         Abstentions             520,420
                         Broker non-votes      3,578,390

7. The results of a proposal to approve the Directors' Remuneration Policy were as follows:

                         Votes for            57,540,852
                         Votes against         1,146,127
                         Abstentions             522,094
                         Broker non-votes      3,578,390

8. The results of a proposal to approve the STERIS plc Senior Executive Management Incentive Compensation Plan, Effective April 1, 2016, were as follows:

                         Votes for            58,070,103
                         Votes against         1,019,634
                         Abstentions             119,336
                         Broker non-votes      3,578,390

9. The results of a proposal to approve the STERIS plc 2006 Long-Term Equity Incentive Plan, as Amended and Restated Effective August 2, 2016, were as follows:

                         Votes for            45,039,729
                         Votes against        14,086,690
                         Abstentions              82,654
                         Broker non-votes      3,578,390

10. The results of a proposal to (a) authorize the Company to make off-market purchases (within the meaning of section 694 of the Companies Act 2006);
(b) approve the share repurchase contracts in the forms produced to the Meeting and initialed by the Chairman for the purposes of identification to be used by the Company to repurchase its ordinary shares of 0.10 per share (the "Ordinary Shares") pursuant to and in accordance with the terms set out therein; and (c) approve the list of counterparties with whom the Company may conduct such repurchase transactions, were as follows:

                           Votes for         62,438,077
                           Votes against        202,681
                           Abstentions          146,705

11. The results of a proposal to authorize the Company to make an off-market purchase (within the meaning of section 694 of the Companies Act 2006) of the one Ordinary Share of the Company held by STERIS Corporation, and approve a share repurchase contract in the form produced to the Meeting and initialed by the Chairman for the purposes of identification to be used to effect such repurchase, were as follows:

                           Votes for         61,687,364
                           Votes against        424,542
                           Abstentions          675,557



12. The results of a proposal to approve the deletion of Article 154(1) of the Company's Articles of Association relating to business combinations and its replacement with the following:

"The adoption or authorisation of any Business Combination must be pre-approved with the sanction of an ordinary resolution of the Company. The foregoing vote shall be in addition to any class vote or other vote otherwise required by law, these Articles, or any agreement to which the Company is a party."

were as follows:

                         Votes for            59,017,156
                         Votes against           115,691
                         Abstentions              76,226
                         Broker non-votes      3,578,390

13. The results of a proposal to ratify and confirm:

a. the payment of $0.25 per Ordinary Share interim dividend made by the Company on March 29, 2016 (the "Interim Dividend") and the entry in the audited accounts of the Company for the fiscal year ended March 31, 2016, whereby distributable profits of the Company were appropriated to the payment of the Interim Dividend;

b. that any and all claims which the Company may have in respect of the payment of the Interim Dividend against its shareholders who appeared on the register of shareholders and/or against holders of depositary interests in respect of Ordinary Shares on the record date for the Interim Dividend be released effective as of March 29, 2016, and that a deed of release in favor of such persons be entered into by the Company in the form of the deed produced to the Meeting and initialed by the Chairman for the purposes of identification; and

c. that any and all claims which the Company has or may have against its directors (whether past, present or future) arising in connection with the payment of the Interim Dividend be released and that a deed of release in favor of such persons be entered into by the Company in the form of the deed produced to the Meeting and initialed by the Chairman for the purposes of identification,

were as follows:

                         Votes for            58,995,330
                         Votes against            58,891
                         Abstentions             154,852
                         Broker non-votes      3,578,390


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