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))

 

 

 

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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.

 

Date: August 31, 2015

 

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