Form 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): July 30, 2014

 

 

STERIS Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Ohio   1-14643   34-1482024

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5960 Heisley Road, Mentor, Ohio   44060-1834
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (440) 354-2600

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 CFR 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))

 

 

 


ITEM 2.02. Results of Operations and Financial Condition.

On August 5, 2014, STERIS Corporation (“STERIS” or “Company”) issued a press release announcing financial results for its fiscal 2015 first quarter ended June 30, 2014. A copy of this press release is attached hereto as Exhibit 99.1.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933.

ITEM 5.07. Submission of Matters to a Vote of Security Holders.

At the STERIS 2014 Annual Meeting of Shareholders (“Meeting”), held on July 30, 2014, shareholders voted on the matters specified below, with the final voting results as specified. According to the certified list of shareholders, there were 59,243,482 Common Shares of the Company outstanding and entitled to vote at the Meeting. There were present at the Meeting, in person or by proxy, the holders of 54,226,854 Common Shares or 91.53% of the outstanding Common Shares of the Company, constituting a quorum.

 

1. The nominees named below were elected to the Board of Directors, each for a one-year term, and the results of the vote were as follows:

 

Nominee    Votes For      Votes Withheld      Broker Non-Votes  

Richard C. Breeden

     51,065,119         99,191         3,062,544   

Cynthia L. Feldmann

     51,084,461         79,849         3,062,544   

Jacqueline B. Kosecoff

     50,846,219         318,091         3,062,544   

David B. Lewis

     51,084,343         79,967         3,062,544   

Kevin M. McMullen

     50,814,668         349,642         3,062,544   

Walter M Rosebrough, Jr.

     51,063,011         101,299         3,062,544   

Mohsen M. Sohi

     51,081,945         82,365         3,062,544   

John P. Wareham

     50,874,044         290,266         3,062,544   

Loyal W. Wilson

     50,811,023         353,287         3,062,544   

Michael B. Wood

     51,075,172         89,138         3,062,544   

 

2. The non-binding advisory proposal to approve the compensation of our named executive officers was approved, and the results of the vote were as follows:

 

Votes for

     49,825,554   

Votes against

     967,842   

Abstentions

     370,914   

Broker non-votes

     3,062,544   

 

3. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ended March 31, 2015 was approved, and the results of the vote were as follows:

 

Votes for

     53,973,477   

Votes against

     189,887   

Abstentions

     63,490   

 

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press Release issued by STERIS Corporation on August 5, 2014 announcing financial results for its fiscal 2015 first quarter ended June 30, 2014.

 

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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 hereunto duly authorized.

 

STERIS CORPORATION
By  

/s/ J. Adam Zangerle

  J. Adam Zangerle
  Vice President, General Counsel, and Secretary

Date: August 5, 2014

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press Release issued by STERIS Corporation on August 5, 2014 announcing financial results for its fiscal 2015 first quarter ended June 30, 2014.

 

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