bo8k052815





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 27, 2015


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 2015 Annual Meeting of Stockholders on May 27, 2015, 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 10 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 2015;

(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 requesting that the Board adopt a policy to require that the Chairman of the Board be an independent director.

The results of this voting were as follows:

Election of Directors
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Vote
Mark C. Miller
66,847,107
 
 
803,533
 
 
56,765
 
 
6,002,426
Jack W. Schuler
65,946,650
 
 
1,569,068
 
 
191,687
 
 
6,002,426
Charles A. Alutto
67,117,323
 
 
531,723
 
 
58,359
 
 
6,002,426
Lynn D. Bleil
67,416,411
 
 
234,584
 
 
56,410
 
 
6,002,426
Thomas D. Brown
67,270,508
 
 
379,353
 
 
57,544
 
 
6,002,426
Thomas F. Chen
67,227,177
 
 
422,915
 
 
57,313
 
 
6,002,426
Rod F. Dammeyer
66,254,161
 
 
1,295,801
 
 
157,443
 
 
6,002,426
William K. Hall
67,155,293
 
 
390,880
 
 
161,232
 
 
6,002,426
John Patience
66,375,452
 
 
1,275,079
 
 
56,874
 
 
6,002,426
Mike S. Zafirovski
67,255,092
 
 
392,789
 
 
59,524
 
 
6,002,426

Ratification of Appointment of Ernst & Young LLP
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
72,623,229
 
 
1,023,791
 
 
62,811
 
 
--

Say-on-Pay Vote
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
65,592,084
 
 
2,018,416
 
 
96,905
 
 
6,002,426

Stockholder Proposal to Require an Independent Board Chairman
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
28,822,246
 
 
38,665,701
 
 
219,458
 
 
6,002,426




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 28, 2015
Stericycle, Inc.

 
 
 
 
By:
/s/ Daniel V. Ginnetti
 
 
 




 
Daniel V. Ginnetti
 
Executive Vice President and Chief Financial Officer