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Published: 2023-07-27 16:30:55 ET

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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 27, 2023

STERIS plc

(Exact Name of Registrant as Specified in Charter)


Ireland	001-38848	98-1455064
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

70 Sir John Rogerson’s Quay

Dublin 2, Ireland

(Address of Principal Executive Offices)

+353 1 232 2000

(Registrant’s Telephone Number, Including Area Code)

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares. $0.001 par value	STE	New York Stock Exchange
2.700% Senior Notes due 2031	STE/31	New York Stock Exchange
3.750% Senior Notes due 2051	ST/51	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07.

Submission of Matters to a Vote of Security Holders.

At the 2023 Annual General Meeting of Shareholders (“Meeting”) of STERIS plc (the “Company”) held on July 27, 2023, shareholders voted on the matters specified below, with the final voting results as specified. According to the certified list of shareholders, there were 98,650,991 Ordinary 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 91,717,850 Ordinary Shares or 92.97% of the outstanding Ordinary Shares of the Company, constituting a quorum.

1.	The shareholders elected the nominees named below to the board of directors of the Company (the “Board”), each for a one-year term, and the results of the vote were as follows:


Nominee	Votes for		Votes against		Abstentions		Broker non-votes
Esther M. Alegria		87,930,589		166,648		69,798		3,550,815
Richard C. Breeden		83,412,606		4,674,581		79,848		3,550,815
Daniel A. Carestio		86,828,206		1,301,677		37,152		3,550,815
Cynthia L. Feldmann		78,692,106		5,944,870		3,530,059		3,550,815
Christopher S. Holland		87,150,387		932,962		83,686		3,550,815
Dr. Jacqueline B. Kosecoff		79,498,778		8,597,293		70,964		3,550,815
Paul E. Martin		86,306,636		1,785,736		74,663		3,550,815
Dr. Nirav R. Shah		87,034,737		1,007,908		124,390		3,550,815
Dr. Mohsen M. Sohi		83,787,674		4,300,162		79,199		3,550,815
Dr. Richard M. Steeves		87,059,127		1,031,717		76,191		3,550,815

2.	The shareholders approved the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending March 31, 2024 by the following votes:


Votes for			83,026,435
Votes against			8,633,905
Abstentions			57,510

3.	The shareholders approved the proposal to appoint Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law to hold office until the conclusion of the Company’s next Annual General Meeting by the following votes:


Votes for			83,051,183
Votes against			8,608,501
Abstentions			58,166

4.	The shareholders approved the proposal to authorize the Board of the Company or the Audit Committee of the Board to determine the remuneration of Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law by the following votes:


Votes for			90,452,843
Votes against			1,215,360
Abstentions			49,647

The shareholders approved the proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to the disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in the Company’s proxy statement dated June 7, 2023, by the following votes:


Votes for			81,238,272
Votes against			6,841,234
Abstentions			87,529
Broker non-votes			3,550,815

6.	The shareholders approved “one-year” for the proposal to approve, on a non-binding advisory basis whether the non-binding advisory vote on named executive officer compensation should be held every one, two or three years, by the following votes:


One Year			87,154,402
Two Years			46,103
Three Years			923,796
Abstentions			42,734
Broker non-votes			3,550,815

7.	The shareholders approved the proposal to the renewal of the Board’s authority to issue authorized but unissued shares under Irish law, by the following votes:


Votes for			89,904,671
Votes against			1,766,723
Abstentions			46,456

8.	The shareholders approved the proposal to approve the renewal of the Board’s authority to opt-out of statutory pre-emption rights under Irish law regarding the issuance of shares for cash, by the following votes:


Votes for			85,582,812
Votes against			5,955,437
Abstentions			179,601

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 plc

By		/s/ J. Adam Zangerle
		J. Adam Zangerle
		Senior Vice President, General Counsel and Company Secretary

Dated: July 27, 2023

Enhanced Investments, Inc.
329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

Important disclosures

Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.

Nothing on this website should be considered an offer, solicitation of an offer, or advice to buy or sell securities.
Past performance is no guarantee of future results. Any historical returns, expected returns [or probability projections] are hypothetical in nature and may not reflect actual future performance.
All the strategies assume investments in equity invstrumenta only and are more relevant for "agressive investment profile". Eastern European flagship strategy assumes using up to 20% leverage of total portfolio. GlobalCommodities and US Growth strategy currently assume no leverage.
Results for the Enhanced Investments strategies as compared to the performance of Illustrative Benchmarks is for informational purposes only. Our investment program does not mirror that of the Illustrative Benchmarks and the volatility may be materially different from the volatility of Illustrative Benchmarks. Reference or comparison to an Illustrative Benchmark does not imply that strategies of Enhanced Investments will be constructed in the same way as the Illustrative Benchmark or achieve returns, volatility, or other results similar to those of the Illustrative Benchmark. The S&P 500 is an unmanaged market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.
Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.