01—Abstract
Summary
Summary of the 8-K filed August 1, 2024. Cited figures are marked; the original filing is the authoritative source.
STERIS plc held its 2024 Annual General Meeting of Shareholders on August 1, 2024.
Holders of 92,479,253 Ordinary Shares, or 93.55%a of the 98,853,221 shares outstanding on the record date, were present in person or by proxy, which constituted a quorum. Shareholders voted on seven proposals, and the filing reports the final results of the inspector of election. All ten board nominees were elected to one-year terms.
Each received more votes for than against, though the level of support varied. Dr. Esther M. Alegria received 87,479,377 votes for and 1,303,862 against, while Cynthia L.
Feldmann received 81,958,610 for and 6,825,562 against. Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending March 31, 2025, with 82,980,785 votes for and 9,462,713 against. Ernst & Young Chartered Accountants was appointed as statutory auditor under Irish law, and the Board or Audit Committee was authorized to set its remuneration.
Shareholders approved, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement dated June 12, 2024, with 82,283,019 votes for and 6,478,744 against. Shareholders also approved the renewal of the Board's authority to issue authorized but unissued shares under Irish law, with 91,164,220 votes for, and the renewal of its authority to opt out of statutory pre-emption rights for share issuances for cash, with 84,584,590 votes for and 7,683,370 against.
02—Key points
Key Highlights
- Holders of 92,479,253 Ordinary Shares, or 93.55% of the 98,853,221 shares outstanding on the record date, were present, constituting a quorum.
- All ten board nominees were elected to one-year terms, each receiving more votes for than against.
- Cynthia L. Feldmann had the lowest support among nominees, with 81,958,610 votes for and 6,825,562 against.
- Ernst & Young LLP was ratified as the independent registered public accounting firm for the year ending March 31, 2025, with 82,980,785 votes for and 9,462,713 against.
- Non-binding advisory say-on-pay proposal passed with 82,283,019 votes for and 6,478,744 against, plus 3,653,415 broker non-votes.
- Renewal of the Board's authority to issue authorized but unissued shares under Irish law received 91,164,220 votes for and 1,255,421 against.
- Renewal of the Board's authority to opt out of statutory pre-emption rights for cash share issuances passed with 84,584,590 votes for and 7,683,370 against.
03—Questions
Frequently Asked Questions
How many shares were represented at the 2024 Annual General Meeting?
Holders of 92,479,253 Ordinary Shares, or 93.55% of the 98,853,221 Ordinary Shares outstanding and entitled to vote on the record date, were present in person or by proxy. This was sufficient to constitute a quorum.
Were all board nominees elected at the meeting?
Yes. Each of the ten nominees was elected to serve a one-year term. Every nominee received more votes for than against, with Dr. Esther M. Alegria receiving 87,479,377 votes for and 1,303,862 against, and Richard C. Breeden receiving 84,174,452 votes for and 4,489,323 against.
Did shareholders approve the executive compensation?
Shareholders approved, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement dated June 12, 2024. The proposal received 82,283,019 votes for, 6,478,744 votes against, 64,075 abstentions, and 3,653,415 broker non-votes.
Which auditors were approved for the company?
Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending March 31, 2025, with 82,980,785 votes for and 9,462,713 against. Ernst & Young Chartered Accountants was also appointed as statutory auditor under Irish law until the next Annual General Meeting, with 83,078,617 votes for and 9,364,485 against.
04—Continue