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 21, 2024

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)

2355 Waukegan Road

Bannockburn, Illinois 60015

(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))

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 per share

SRCL

Nasdaq Global Select Market

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.

Stericycle, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders on May 21, 2024. At the meeting, stockholders voted on the following proposals:

(1) the election to the Board of Directors of the ten nominees for director named in the proxy statement;

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

(3) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024.

The voting results for each proposal were as follows:

Proposal 1 - Election of Directors


	For		Against		Abstain		Broker Non-Vote
Robert S. Murley		87,268,296		398,779		53,689		2,180,973
Cindy J. Miller		87,326,943		344,497		49,324		2,180,973
Brian P. Anderson		86,919,411		744,779		56,574		2,180,973
Lynn D. Bleil		85,587,136		2,077,656		55,972		2,180,973
Thomas F. Chen		86,666,208		996,362		58,194		2,180,973
Victoria L. Dolan		87,073,848		593,007		53,909		2,180,973
Naren K. Gursahaney		87,355,520		307,806		57,438		2,180,973
J. Joel Hackney, Jr.		86,826,947		837,648		56,169		2,180,973
Stephen C. Hooley		86,818,755		849,381		52,628		2,180,973
James L. Welch		86,866,576		798,019		56,169		2,180,973

Proposal 2 – Advisory Vote to Approve Executive Compensation (the “say-on-pay” vote)

For

Against

Abstain

Broker

Non-Vote

85,231,986

2,410,975

77,803

2,180,973

Proposal 3 - Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm

For

Against

Abstain

Broker

Non-Vote

86,545,513

3,303,635

52,589

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 22, 2024		Stericycle, Inc.

	By:	/s/ Janet H. Zelenka
		Janet H. Zelenka
		Executive Vice President, Chief Financial Officer, and Chief Information Officer

SEC Form 8-K filed by Stericycle Inc.