01—Abstract
Summary
Summary of the 8-K filed June 4, 2025. Cited figures are marked; the original filing is the authoritative source.
Iron Mountain Incorporated (IRM) filed this Current Report on Form 8-K to report results from its Annual Meeting of Stockholders, held May 29, 2025.
Stockholders approved an amendment to the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan (the "2014 Plan"), increasing the number of authorized common shares by 4,600,000, from 20,750,000 to 25,350,000, and extending the plan's termination date from May 12, 2031 to May 29, 2035. The Plan Amendment is filed as Exhibit 10.1, and the material terms are summarized in the Proxy Statement dated April 18, 2025, as supplemented on May 5, 2025. At the meeting, stockholders elected all ten director nominees to one-year terms ending at the 2026 Annual Meeting.
Stockholders also approved, on a nonbinding advisory basis, the compensation paid to the named executive officers, and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The filing reports the final voting tallies for each proposal. The filing also discloses committee assignments approved by the Board on May 28, 2025, effective at the conclusion of the Annual Meeting and subject to re-election.
Walter C. Rakowich chairs the Audit Committee, Robin L. Matlock chairs the Compensation Committee, Theodore R.
Samuels 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 approved a Plan Amendment increasing authorized shares under the 2014 Stock and Cash Incentive Plan by 4,600,000, from 20,750,000 to 25,350,000.
- The 2014 Plan's termination date was extended from May 12, 2031 to May 29, 2035.
- All ten director nominees were elected to one-year terms expiring at the 2026 Annual Meeting; Jennifer Allerton received 220,750,946 votes For and 1,496,885 Against.
- Stockholders approved the nonbinding advisory resolution on named executive officer compensation, with 211,858,914 votes For and 9,973,817 Against.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 244,861,185 votes For and 10,921,782 Against.
- The Board appointed committee chairs and members for the Audit, Compensation, Nominating and Governance, Finance, and Risk and Safety Committees, effective May 29, 2025.
- The Plan Amendment proposal received 213,309,793 votes For, 8,581,122 Against, and 665,634 Abstain, with 33,591,568 broker non-votes.
03—Questions
Frequently Asked Questions
What changed in the 2014 Stock and Cash Incentive Plan?
Stockholders approved an amendment that increased the number of common shares authorized for issuance by 4,600,000, from 20,750,000 to 25,350,000, and extended the plan's termination date from May 12, 2031 to May 29, 2035. The material terms are summarized in the Proxy Statement, and the amendment is filed as Exhibit 10.1.
Who was elected to the Board at the Annual Meeting?
Ten directors were elected, each for a one-year term ending at the 2026 Annual Meeting of Stockholders or until successors are elected and qualified. The nominees were Jennifer Allerton, Pamela M. Arway, Kent P. Dauten, June Y. Felix, Monte Ford, Robin L. Matlock, William L. Meaney, Walter C. Rakowich, Theodore R. Samuels, and Doyle R. Simons.
Did stockholders support the executive compensation program?
Stockholders approved, on a nonbinding advisory basis, the compensation paid to the named executive officers as disclosed in the Proxy Statement. The proposal received 211,858,914 votes For, 9,973,817 Against, and 723,818 Abstain, with 33,591,568 broker non-votes.
Who is the independent auditor for 2025?
Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The proposal received 244,861,185 votes For, 10,921,782 Against, and 365,150 Abstain.
Who leads the Board's committees following the meeting?
The Board approved Walter C. Rakowich as Audit Committee Chair, Robin L. Matlock as Compensation Committee Chair, Theodore R. Samuels as Nominating and Governance Committee Chair, Doyle R. Simons as Finance Committee Chair, and Monte Ford as Risk and Safety Committee Chair. These appointments are effective at the conclusion of the Annual Meeting and are subject to re-election.
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