01—Abstract
Summary
Summary of the 8-K filed August 6, 2026. Cited figures are marked; the original filing is the authoritative source.
At STERIS plc's 2026 Annual General Meeting of Shareholders, held July 31, 2026, shareholders elected nine directors to one-year terms, with the Board size reduced to nine members effective upon completion of the meeting.
Holders of 89,909,204 Ordinary Shares, or 92.25%a of the 97,457,680 shares outstanding and entitled to vote on the record date, were present in person or by proxy, constituting a quorum. Shareholders approved all seven proposals. These covered the director elections, ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending March 31, 2027, and Ernst & Young Chartered Accountants as Irish statutory auditor.
They also covered authorizing the Board or Audit Committee to set the statutory auditor's remuneration, a non-binding advisory vote on named executive officer compensation, renewal of the Board's authority to issue authorized but unissued shares under Irish law, and renewal of the Board's authority to opt out of statutory pre-emption rights for cash share issuances. The say-on-pay proposal received 77,639,271 votes for and 8,493,021 against, with 163,736 abstentions and 3,613,176 broker non-votes. Several directors drew noticeably more opposition than others: Cynthia L.
Feldmann received 11,102,333 votes against, while Christopher S. Holland received 7,117,534 and Dr. Mohsen M. Sohi received 7,215,557.
02—Key points
Key Highlights
- Annual General Meeting held July 31, 2026, with 89,909,204 Ordinary Shares (92.25% of 97,457,680 outstanding and entitled to vote) present in person or by proxy, constituting a quorum.
- All nine director nominees were elected to one-year terms; Board size was reduced to nine members effective upon completion of the meeting.
- Cynthia L. Feldmann received the most votes against among nominees at 11,102,333, versus 74,792,537 for, with 401,158 abstentions.
- Shareholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending March 31, 2027, with 82,976,444 votes for and 6,914,777 against.
- The non-binding say-on-pay proposal passed with 77,639,271 votes for and 8,493,021 against, with 163,736 abstentions and 3,613,176 broker non-votes.
- Shareholders renewed the Board's authority to issue authorized but unissued shares under Irish law (89,209,571 for, 681,087 against) and its authority to opt out of statutory pre-emption rights for cash share issuances (86,256,858 for, 3,483,603 against).
- Shareholders appointed Ernst & Young Chartered Accountants as Irish statutory auditor until the next Annual General Meeting, with 82,815,679 votes for and 7,075,177 against.
03—Questions
Frequently Asked Questions
How many shares were represented at the 2026 Annual General Meeting?
Holders of 89,909,204 Ordinary Shares, or 92.25% of the 97,457,680 Ordinary Shares outstanding and entitled to vote on the record date, were present in person or by proxy, constituting a quorum.
Who was elected to the Board, and how did the Board size change?
Nine nominees were elected to one-year terms: Dr. Esther M. Alegria, Pierre Boulud, Daniel A. Carestio, Cynthia L. Feldmann, Christopher S. Holland, Paul E. Martin, Dr. Nirav R. Shah, Louis A. Shapiro, and Dr. Mohsen M. Sohi. Effective upon completion of the meeting, the size of the Board was reduced to nine members.
Did shareholders approve the executive compensation proposal?
Yes. The non-binding advisory vote on named executive officer compensation, as disclosed in the proxy statement dated June 11, 2026, received 77,639,271 votes for and 8,493,021 against, with 163,736 abstentions and 3,613,176 broker non-votes.
Which independent auditors were approved?
Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending March 31, 2027, with 82,976,444 votes for and 6,914,777 against. They also appointed Ernst & Young Chartered Accountants as statutory auditor under Irish law until the next Annual General Meeting, and authorized the Board or Audit Committee to determine that firm's remuneration.
04—Continue