| Item 5.07. |
Submission of Matters to a Vote of Security Holders |
As previously disclosed, Stericycle, Inc. (“Stericycle,” the “Company,” “we” or “us”) entered into an Agreement and Plan of Merger, dated June 3, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among Waste Management, Inc., a Delaware corporation (“Parent”), and Stag Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Stericycle (the “Merger”), with Stericycle continuing as the surviving corporation of the Merger and as an indirect wholly-owned subsidiary of Parent. On August 14, 2024, Stericycle held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals relating to the Merger Agreement. Such proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2024.
As of the close of business on July 9, 2024, the record date for the Special Meeting (the “Record Date”), there were 92,836,450 shares of common stock, par value $0.01 per share, of Stericycle (“Stericycle common stock”) outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 79,462,901 shares of Stericycle common stock, representing approximately 85.59% of the outstanding shares of Stericycle common stock entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business.
The number of votes cast for and against, as well as abstention votes, with respect to each proposal presented at the Special Meeting was as follows:
Proposal No. 1: Approval of the Merger Agreement
The Company’s stockholders approved the proposal to adopt the Merger Agreement and thereby approve the transactions contemplated by the Merger Agreement, including the Merger, as follows:
|
|
|
|
|
| FOR |
|
AGAINST |
|
ABSTAIN |
| 79,006,024 |
|
229,627 |
|
227,250 |
Proposal No. 2: Adjournment of the Special Meeting
The Company’s stockholders approved the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies to adopt the Merger Agreement as follows:
|
|
|
|
|
| FOR |
|
AGAINST |
|
ABSTAIN |
| 72,396,798 |
|
6,798,140 |
|
267,963 |
However, because Proposal No. 1 to adopt the Merger Agreement was approved, the adjournment of the Special Meeting was not necessary to continue to solicit additional proxies and, accordingly, the Special Meeting was not adjourned.
Proposal No. 3: Advisory Vote on Merger-Related Named Executive Officer Compensation
The Company’s stockholders approved, on a non-binding, advisory basis, certain compensation that will or may become payable to our named executive officers in connection with the Merger as follows:
|
|
|
|
|
| FOR |
|
AGAINST |
|
ABSTAIN |
| 72,905,259 |
|
6,241,738 |
|
315,904 |