01—Abstract
Summary
Summary of the 8-K filed June 5, 2024. Cited figures are marked; the original filing is the authoritative source.
Iron Mountain Incorporated reported the results of its Annual Meeting of Stockholders held on May 30, 2024.
Stockholders elected eleven directors, each for a one-year term ending at the 2025 Annual Meeting. Each nominee received substantially more For votes than Against votes. Clarke H.
Bailey received the largest number of Against votes among the nominees, at 26,829,573. Kent P. Dauten (11,412,749) and Walter C.
Rakowich (9,451,657) also drew sizable Against votes. Stockholders also approved three other proposals. They approved an amendment to the Certificate of Incorporation to limit liability of certain officers, with 193,872,284 votes For and 20,820,829 Against.
They approved, on a nonbinding advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement dated April 19, 2024, with 205,957,885 For and 8,456,674 Against. They ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 242,351,386 For and 8,472,838 Against. In a separate item, the Board of Directors, on the recommendation of the Nominating and Governance Committee, approved committee appointments effective May 30, 2024.
Walter Rakowich chairs the Audit Committee, Wendy J. Murdock chairs the Compensation Committee, Clarke H.
Bailey chairs the Nominating and Governance Committee, Doyle R. Simons chairs the Finance Committee, and Monte Ford chairs the Risk and Safety Committee.
02—Key points
Key Highlights
- Stockholders elected all eleven nominated directors to one-year terms ending at the 2025 Annual Meeting.
- Clarke H. Bailey received 188,135,078 For votes and 26,829,573 Against votes, the highest Against count among the directors.
- The amendment to limit liability of certain officers received 193,872,284 For votes and 20,820,829 Against votes.
- The nonbinding advisory vote on named executive officer compensation received 205,957,885 For votes and 8,456,674 Against votes.
- Deloitte & Touche LLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2024, with 242,351,386 For votes and 8,472,838 Against votes.
- The Board appointed members to the Audit, Compensation, Nominating and Governance, Finance, and Risk and Safety Committees, effective May 30, 2024.
- The filing states that the reported voting results are final.
03—Questions
Frequently Asked Questions
How many directors were elected at the 2024 Annual Meeting, and for how long?
Eleven directors were elected, each for a one-year term to serve until the 2025 Annual Meeting of Stockholders or until their successors are elected and qualified.
Which director received the most Against votes?
Clarke H. Bailey received 26,829,573 Against votes, the highest among the eleven nominees. Kent P. Dauten received 11,412,749 Against votes and Walter C. Rakowich received 9,451,657.
What did stockholders approve regarding officer liability?
Stockholders approved an amendment to the Certificate of Incorporation to limit liability of certain officers, with 193,872,284 For votes, 20,820,829 Against votes, 557,186 Abstain votes, and 35,997,592 Broker Non-Votes.
Did stockholders approve executive compensation?
Yes. Stockholders approved, on a nonbinding advisory basis, the compensation of the named executive officers disclosed in the Proxy Statement dated April 19, 2024, with 205,957,885 For votes, 8,456,674 Against votes, and 835,740 Abstain votes.
Who are the chairs of the Company's committees after the May 30, 2024 appointments?
Walter Rakowich chairs the Audit Committee, Wendy J. Murdock chairs the Compensation Committee, Clarke H. Bailey chairs the Nominating and Governance Committee, Doyle R. Simons chairs the Finance Committee, and Monte Ford chairs the Risk and Safety Committee.
04—Continue