Current Report Filing (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): May 22, 2019

Stericycle, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-37556

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each

class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

SRCL

Nasdaq Global Select Market

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

We held our 2019 Annual Meeting of Stockholders on May 22, 2019, at the Loews Chicago O’Hare Hotel, 5300 N. River Road, 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;

(2)

an advisory vote to approve executive compensation (the “say-on-pay” vote);

(3)

ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019; and

(4)

a stockholder proposal entitled “Special Shareholder Meeting Improvement.”

The results of this voting were as follows:

Election of Directors

	For	Against	Abstain	Broker Non-Vote
Robert S. Murley	79,702,584	797,951	59,159	4,584,516
Cindy J. Miller	80,068,436	236,961	254,297	4,584,516
Brian P. Anderson	60,738,243	19,786,391	35,060	4,584,516
Lynn D. Bleil	78,924,343	1,601,827	33,524	4,584,516
Thomas F. Chen	79,113,116	1,411,968	34,610	4,584,516
J. Joel Hackney, Jr.	80,258,297	266,727	34,670	4,584,516
Veronica M. Hagen	80,058,614	464,116	36,964	4,584,516
Stephen C. Hooley	80,067,532	457,397	34,765	4,584,516
Kay G. Priestly	80,219,085	304,354	36,255	4,584,516
Mike S. Zafirovski	78,357,299	2,105,666	96,729	4,584,516

Approval of Executive Compensation (the say-on-pay vote)

For

Against

Abstain

Broker

Non-Vote

56,912,760

23,569,127

77,807

4,584,516

Ratification of Appointment of Ernst & Young LLP

For

Against

Abstain

Broker

Non-Vote

83,065,681

2,027,952

50,577

Stockholder Proposal Entitled “Special Shareholder Meeting Improvement”

For

Against

Abstain

Broker

Non-Vote

32,510,347

47,934,954

114,393

4,584,516

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.