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, 2012

 Stericycle, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	0-21229	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)

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))

Item 5.07

Submission of Matters to a Vote of Security Holders.

We held our 2012 Annual Meeting of Stockholders on May 22, 2012, at the DoubleTree Hotel Chicago O’Hare Airport-Rosemont, Rosemont, Illinois 60018:

At the meeting, stockholders voted on the following matters:

(1)

the election to our Board of Directors of the nine nominees for director named in the proxy statement for the annual meeting;

(2)

ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2012;

(3)

a non-binding advisory resolution to approve the compensation of our named executive officers as disclosed in the proxy statement (the “say-on-pay” vote); and

(4)

a stockholder proposal requiring executives to hold equity awards until retirement.

The results of this voting were as follows:

Election of Directors

	For			Against		Abstain			Broker Non-Vote
Mark C. Miller	67,048,776			1,567,251		35,162			6,557,854
Jack W. Schuler	67,039,273			1,597,101		14,815			6,557,854
Thomas D. Brown	67,925,424			698,341		27,424			6,557,854
Rod F. Dammeyer	67,031,800			1,591,965		27,424			6,557,854
William K. Hall	67,333,326			1,290,452		27,411			6,557,854
Jonathan T. Lord, M.D.	67,173,895			1,450,031		27,263			6,557,854
John Patience	67,068,944			1,554,596		27,649			6,557,854
James W.P. Reid-Anderson	67,327,736			1,295,698		27,755			6,557,854
Ronald G. Spaeth	67,327,820			1,293,184		30,185			6,557,854

Ratification of Appointment of Ernst & Young LLP

	For			Against		Abstain			Broker Non-Vote
	74,026,253			1,165,641		17,149			--

Advisory Resolution Approving Executive Officer Compensation

	For			Against		Abstain			Broker Non-Vote
	66,860,392			1,666,399		124,398			6,557,854

Stockholder Proposal for Executives to Hold Equity Awards Until Retirement

	For			Against		Abstain			Broker Non-Vote
	15,771,267			52,639,590		240,332			6,557,854

 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 25, 2012	Stericycle, Inc.

	By:	/s/ Frank J.M. ten Brink
		Frank J.M. ten Brink
		Executive Vice President and Chief Financial Officer